Common use of Use of Subservicers and Subcontractors Clause in Contracts

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under the Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (a) of this Section. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under the Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (b) of this Section. (a) The Company shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser or its designee fifteen (15) calendar days’ advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx X. Xxxxxxxx, Servicer Oversight Group, 0000 X-Xxx Xxxxxx, Suite 300, Boca Raton, Florida 33431, Telecopy: 000-000-0000, and emailed to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxx, with a copy to Xxxxxxx Xxxxxx, Cadwalader, Xxxxxxxxxx & Xxxx, LLP, Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Telecopy: 000-000-0000, Email: xxxxxxx.xxxxxx@xxx.xxx (or such other address as such Person may otherwise specify to Company). The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Subsections 2.02, 2.03(c), (e), (f) and (g), 2.04, 2.05, 2.06(a) and 2.07 of this Reg AB Addendum to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Subsection 2.03(d) of this Reg AB Addendum. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 as and when required to be delivered. (b) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. The Company shall promptly upon written request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (i) the identity of each such Subcontractor that is “participating in the servicing function” within the meaning of Item 1122 of Regulation AB as determined by the Company and (ii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (i) of this paragraph. As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 2.05 and 2.07 of this Reg AB Addendum to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 2.05, in each case as and when required to be delivered.

Appears in 6 contracts

Samples: Regulation Ab Compliance Addendum (Morgan Stanley Mortgage Loan Trust 2007-7ax), Regulation Ab Compliance Addendum (Morgan Stanley Mortgage Loan Trust 2007-12), Regulation Ab Compliance Addendum (Morgan Stanley Mortgage Loan Trust 2007-15ar)

AutoNDA by SimpleDocs

Use of Subservicers and Subcontractors. The Company Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Servicer as servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (a) of this SectionSection 14.06. The Company Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Servicer as servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (b) of this Section. (a) Section 14.06. The Company Servicer shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser Owner or its designee fifteen (15) calendar days’ advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(aSection 14.06(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx X. Xxxxxxxx, Servicer Oversight Group, 0000 5000 X-Xxx Xxxxxx, Suite 300, Boca Raton, Florida 33431, Telecopy: 000-000-0000, 0000 and emailed to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxx, with a copy to Xxxxxxx Xxxxxx, Cadwalader, Xxxxxxxxxx & Xxxx, LLP, Xxx Onx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Telecopy: 000-000-0000, Email: xxxxxxx.xxxxxx@xxx.xxx (or such other address as such Person may otherwise specify to CompanyServicer). The Company Servicer shall cause any Subservicer used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser Owner and any Depositor to comply with the provisions of this Section 14.06 and with Subsections 2.02Sections 14.02, 2.03(c), 14.03(c) and (e), (f) 14.04, 14.05 and (g), 2.04, 2.05, 2.06(a) and 2.07 14.07 of this Reg AB Addendum Agreement to the same extent as if such Subservicer were the CompanyServicer, and to provide the information required with respect to such Subservicer under Subsection 2.03(dSection 14.03(d) of this Reg AB AddendumAgreement. The Company Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser Owner and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.04Section 14.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 Section 14.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 Section 14.05 as and when required to be delivered. (b) . It shall not be necessary for the Company Servicer to seek the consent of the Purchaser Owner or any Depositor to the utilization of any Subcontractor. The Company Servicer shall promptly upon written request provide to the Purchaser Owner and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser Owner and such Depositor) of the role and function of each Subcontractor utilized by the Company Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor that is Subcontractor, (ii) which (if any) of such Subcontractors are “participating in the servicing function” within the meaning of Item 1122 of Regulation AB as determined by the Company AB, and (iiiii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Company Servicer shall cause any such Subcontractor used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser Owner and any Depositor to comply with the provisions of Sections 2.05 14.05 and 2.07 14.07 of this Reg AB Addendum Agreement to the same extent as if such Subcontractor were the CompanyServicer. The Company Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser Owner and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 2.0514.05, in each case as and when required to be delivered.

Appears in 6 contracts

Samples: Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-8xs), Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-13), Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-12)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under the this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (a) of this SectionSection 4.25. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under the this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (b) of this SectionSection 4.25. (a) The Company shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser or its designee fifteen (15) calendar daysBusiness Days’ advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(aSection 4.25(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx X. Xxxxxxxx, Servicer Oversight Group, 0000 X-Xxx Xxxxxx, Suite 300, Boca Raton, Florida 33431, Telecopy: 000-000-0000, and emailed to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxx, with a copy to Xxxxxxx Xxxxx X. Xxxxxx, Cadwalader, Xxxxxxxxxx Xxxxxxx & Xxxx, Xxxxxx LLP, Xxx Xxxxx Xxxxxxxxx 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, Xxxx 00000, Telecopy: 000-000-0000, Email: xxxxxxx.xxxxxx@xxx.xxx xxxxxxx@xxxxxxx.xxx (or such other address as such Person may otherwise specify to the Company). The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 4.25 and with Subsections 2.02Sections 6.04, 2.03(c6.06, 9.01(e)(iii), (e9.01(e)(v), (f9.01(e)(vi), 9.01(e)(vii), 9.01(e)(viii) and (g), 2.04, 2.05, 2.06(a9.01(f) and 2.07 of this Reg AB Addendum Agreement to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Subsection 2.03(dSection 9.01(e)(iv) of this Reg AB AddendumAgreement. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.04, Section 6.04 and any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 Section 6.06 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 Section 6.06 as and when required to be delivered. (b) It shall not be necessary for the Company to seek the consent of the Purchaser Purchaser, any Master Servicer or any Depositor to the utilization of any Subcontractor. The Company shall promptly upon written request provide to the Purchaser Purchaser, any Master Servicer and any Depositor (or any designee of the Depositor, such as a master servicer or an administrator) a written description (in form and substance reasonably satisfactory to the Purchaser Purchaser, such Depositor and such DepositorMaster Servicer) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (i) the identity of each such Subcontractor that is Subcontractor, (ii) which (if any) of such Subcontractors are “participating in the servicing function” within the meaning of Item 1122 of Regulation AB as determined by the Company AB, and (iiiii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 2.05 6.06 and 2.07 9.01(e) of this Reg AB Addendum Agreement to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation and other certifications required to be delivered by such Subcontractor under Section 2.056.06, in each case as and when required to be delivered.

Appears in 4 contracts

Samples: Master Seller’s Warranties and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-14ar), Master Seller’s Warranties and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-15ar), Master Seller’s Warranties and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-8xs)

Use of Subservicers and Subcontractors. The Company Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Servicer as servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (a) of this Section. The Company Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Servicer as servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (b) of this Section. (a) The Company Servicer shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser Owner or its designee fifteen (15) calendar days' advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(aSection 31.06(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx X. XxxxxxxxJohn P. Cavanagh, Servicer Oversight Group, 0000 X5002 T-Xxx XxxxxxRex Avenue, Suite 300Xxxxx 000, Boca Xxxx Raton, Florida 33431, TelecopyTelecoxx: 000-000-5603 and emailed to: regab_servicer_notice@morganstanlex.xxx, xxxx a copy to Michael Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxx & Xxxx, LLP, One World Fxxxxxxxx Xxxxxr, New York, Nxx Xxxx, 00280, Xelecopy: 000-000-0000, and emailed to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxx, with a copy to Xxxxxxx Xxxxxx, Cadwalader, Xxxxxxxxxx & Xxxx, LLP, Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Telecopy: 000-000-0000, EmailXxxxx: xxxxxxx.xxxxxx@xxx.xxx (or such xx xxxh other address as such addrxxx xx xxxx Person may otherwise specify to Companymax xxxxxxxxx xxxxxxx xx Servicer). The Company Servicer shall cause any Subservicer used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser Owner and any Depositor to comply with the provisions of this Section and with Subsections 2.02Sections 31.02, 2.03(c), 31.03(c) and (e), (f) 31.04, 31.05 and (g), 2.04, 2.05, 2.06(a) and 2.07 31.07 of this Reg AB Addendum Agreement to the same extent as if such Subservicer were the CompanyServicer, and to provide the information required with respect to such Subservicer under Subsection 2.03(dSection 31.03(d) of this Reg AB AddendumAgreement. The Company Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser Owner and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.04Section 31.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 Section 31.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 Section 31.05 as and when required to be delivered. (b) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser Owner or any Depositor to the utilization of any Subcontractor. The Company Servicer shall promptly upon written request provide to the Purchaser Owner and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser Owner and such Depositor) of the role and function of each Subcontractor utilized by the Company Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor that is “Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB as determined by the Company AB, and (iiiii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company Servicer shall cause any such Subcontractor used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser Owner and any Depositor to comply with the provisions of Sections 2.05 31.05 and 2.07 31.07 of this Reg AB Addendum Agreement to the same extent as if such Subcontractor were the CompanyServicer. The Company Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser Owner and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 2.0531.05, in each case as and when required to be delivered.

Appears in 4 contracts

Samples: Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-6ar), Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-2), Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-5ar)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under the this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (a) of this Section. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under the this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (b) of this Section. (a) The Company shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser or its designee fifteen (15) calendar days’ advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(aSection 13.06(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx X. Xxxxxxxx, Servicer Oversight Group, 0000 X-Xxx Xxxxxx, Suite 300, Boca Raton, Florida 33431, Telecopy: 000-000-0000, and emailed to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxx, with a copy to Xxxxxxx Xxxxxx, Cadwalader, Xxxxxxxxxx & Xxxx, LLP, Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Telecopy: 000-000-0000, Email: xxxxxxx.xxxxxx@xxx.xxx (or such other address as such Person may otherwise specify to Company). The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Subsections 2.02Sections 13.02, 2.03(c), 13.03(c) and (e), (f) 13.04, 13.05 and (g), 2.04, 2.05, 2.06(a) and 2.07 13.07 of this Reg AB Addendum Agreement to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Subsection 2.03(dSection 13.03(d) of this Reg AB AddendumAgreement. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.04Section 13.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 Section 13.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 Section 13.05 as and when required to be delivered. (b) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. The Company shall promptly upon written request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (i) the identity of each such Subcontractor that is Subcontractor, (ii) which (if any) of such Subcontractors are “participating in the servicing function” within the meaning of Item 1122 of Regulation AB as determined by the Company AB, and (iiiii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 2.05 13.05 and 2.07 13.07 of this Reg AB Addendum Agreement to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 2.0513.05, in each case as and when required to be delivered.

Appears in 3 contracts

Samples: Master Seller’s Warranties and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-15ar), Master Seller’s Warranties and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-14ar), Master Seller’s Warranties and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-7ax)

Use of Subservicers and Subcontractors. The Company Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Servicer as servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (a) of this Section. The Company Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Servicer as servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (b) of this Section. (a) The Company Servicer shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser Owner or its designee fifteen (15) calendar days' advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(aSection 31.06(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx X. XxxxxxxxJohn P. Cavanagh, Servicer Oversight Group, 0000 X5002 T-Xxx XxxxxxRex Avenue, Suite 300Suxxx 000, Boca RatonXxxx Xxton, Florida 33431, Telecopy: 000-000-0000, 0000 and emailed to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxxregab_servicer_notice@morganstanley.xxx, with a xxxx x copy to Xxxxxxx XxxxxxMichael Gxxxxx, CadwaladerXxxxxxxxxx, Xxxxxxxxxx & Xxxx, LLPXLP, Xxx Xxxxx Xxxxxxxxx One World Finxxxxxx Xxxxxx, Xxx Nxx Xxxx, Xxx Xew Xxxx, 0000000081, TelecopyXxxecopy: 000-000-0000, EmailXxxxx: xxxxxxx.xxxxxx@xxx.xxx (or such xx xxxx other address as such Person addresx xx xxxx Xxrson may otherwise specify to Companyxxxxxxxxx xxxxxxx xx Xervicer). The Company Servicer shall cause any Subservicer used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser Owner and any Depositor to comply with the provisions of this Section and with Subsections 2.02Sections 31.02, 2.03(c), 31.03(c) and (e), (f) 31.04, 31.05 and (g), 2.04, 2.05, 2.06(a) and 2.07 31.07 of this Reg AB Addendum Agreement to the same extent as if such Subservicer were the CompanyServicer, and to provide the information required with respect to such Subservicer under Subsection 2.03(dSection 31.03(d) of this Reg AB AddendumAgreement. The Company Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser Owner and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.04Section 31.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 Section 31.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 Section 31.05 as and when required to be delivered. (b) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser Owner or any Depositor to the utilization of any Subcontractor. The Company Servicer shall promptly upon written request provide to the Purchaser Owner and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser Owner and such Depositor) of the role and function of each Subcontractor utilized by the Company Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor that is “Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB as determined by the Company AB, and (iiiii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company Servicer shall cause any such Subcontractor used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser Owner and any Depositor to comply with the provisions of Sections 2.05 31.05 and 2.07 31.07 of this Reg AB Addendum Agreement to the same extent as if such Subcontractor were the CompanyServicer. The Company Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser Owner and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 2.0531.05, in each case as and when required to be delivered.

Appears in 3 contracts

Samples: Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-8ar), Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-7), Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-16ax)

Use of Subservicers and Subcontractors. The Company Seller shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Seller as servicer under the this Agreement or any Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (a) of this Section. The Company Seller shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Seller as servicer under the this Agreement or any Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (b) of this Section. (a) The Company Seller shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser or its designee fifteen (15) calendar days' advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(aSection 13.06(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx X. XxxxxxxxMichael Dryden, Servicer Oversight GroupBarclays Bank PLC, 0000 X200 Park Avenue, New York, New York, 00000, Xxxxxxpy: 212-Xxx Xxxxxx, Suite 300, Boca Raton, Florida 33431, Telecopy412-6846 and xxxxxxx xx: 000-000-0000, and emailed to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxxXxxxxxx.Xxxxxx@xxxxxxxxxxxxxxx.com, with a copy to Xxxxxxx Xxxxxxxxxx xx Xxxhael Gambro, CadwaladerCadwxxxxxx, Xxxxxxxxxx & Xxxx, LLPXXX, Xxx Xxxxx Xxxxxxxxx Xxe World Financial Xxxxxx, Xxx XxxxXork, Xxx XxxxNew York, 00000, TelecopyXxlecxxx: 000212-000500-0000, EmailXxxxx: xxxxxxx.xxxxxx@xxx.xxx xxxxxxx.xxxxxx xxx.xxx (or such other xx xxxx xxxxx address as such Person may otherwise specify sxxx Xxxxxx xay otherwxxx xxxcify to Company)Xxxxxx) to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. The Company Seller shall cause any Subservicer used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Subsections 2.02Sections 13.02, 2.03(c), 13.03(c) and (e), (f) 13.04, 13.05 and (g), 2.04, 2.05, 2.06(a) and 2.07 13.07 of this Reg AB Addendum Agreement to the same extent as if such Subservicer were the CompanySeller, and to provide the information required with respect to such Subservicer under Subsection 2.03(dSection 13.03(d) of this Reg AB AddendumAgreement. The Company Seller shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.04Section 13.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 Section 13.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 Section 13.05 as and when required to be delivered. (b) It shall not be necessary for the Company Seller to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. The Company Seller shall promptly upon written request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company Seller or any Subservicer, specifying (i) the identity of each such Subcontractor that is “Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB as determined by the Company AB, and (iiiii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company Seller shall cause any such Subcontractor used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 2.05 13.05 and 2.07 13.07 of this Reg AB Addendum Agreement to the same extent as if such Subcontractor were the CompanySeller. The Company Seller shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 2.0513.05, in each case as and when required to be delivered.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (BCAP LLC Trust 2008-Ind1), Master Servicing and Trust Agreement (BCAP LLC Trust 2006-Aa2), Pooling and Servicing Agreement (BCAP LLC Trust 2008-Ind2)

Use of Subservicers and Subcontractors. The Company Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Servicer as servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (a) of this Section. The Company Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Servicer as servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (b) of this Section. (a) The Company Servicer shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser Owner or its designee fifteen (15) calendar days’ advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(aSection 31.06(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx X. Xxxxxxxx, Servicer Oversight Group, 0000 X-Xxx Xxxxxx, Suite 300, Boca Raton, Florida 33431, TelecopyFacsimile: 000-000-0000, 0000 and emailed to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxx, with a copy to Xxxxxxx Xxxxx Xxxxxxxx, XxXxx Xxxxxx LLP, 0000 X Xxxxxx, CadwaladerXxxxxxxxxx, Xxxxxxxxxx & Xxxx, LLP, Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, X.X. 00000, TelecopyFacsimile: 000-000-0000, Email: xxxxxxx.xxxxxx@xxx.xxx (or such other address as such Person may otherwise specify to CompanyServicer). The Company Servicer shall cause any Subservicer used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser Owner and any Depositor to comply with the provisions of this Section and with Subsections 2.02Sections 31.02, 2.03(c), 31.03(c) and (e), (f) 31.04, 31.05 and (g), 2.04, 2.05, 2.06(a) and 2.07 31.07 of this Reg AB Addendum Agreement to the same extent as if such Subservicer were the CompanyServicer, and to provide the information required with respect to such Subservicer under Subsection 2.03(dSection 31.03(d) of this Reg AB AddendumAgreement. The Company Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser Owner and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.04Section 31.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 Section 31.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 Section 31.05 as and when required to be delivered. (b) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser Owner or any Depositor to the utilization of any Subcontractor. The Company Servicer shall promptly upon written request provide to the Purchaser Owner and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser Owner and such Depositor) of the role and function of each Subcontractor utilized by the Company Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor that is Subcontractor, (ii) which (if any) of such Subcontractors are “participating in the servicing function” within the meaning of Item 1122 of Regulation AB as determined by the Company AB, and (iiiii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Company Servicer shall cause any such Subcontractor used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser Owner and any Depositor to comply with the provisions of Sections 2.05 31.05 and 2.07 31.07 of this Reg AB Addendum Agreement to the same extent as if such Subcontractor were the CompanyServicer. The Company Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser Owner and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 2.0531.05, in each case as and when required to be delivered.

Appears in 3 contracts

Samples: Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-4sl), Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-14sl), Servicing Agreement (MSM 2006-4sl)

Use of Subservicers and Subcontractors. The Company Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Servicer as servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (a) of this Section. The Company Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Servicer as servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (b) of this Section. (a) The Company Servicer shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser Owner or its designee fifteen (15) calendar days’ advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(aSection 31.06(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx Jxxx X. Xxxxxxxx, Servicer Oversight Group, 0000 5000 X-Xxx Xxxxxx, Suite 300, Boca Raton, Florida 33431, Telecopy: 000500-000-0000, 0000 and emailed to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxxrxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxx, with a copy to Xxxxxxx Mxxxxxx Xxxxxx, Cadwalader, Xxxxxxxxxx Wxxxxxxxxx & XxxxTxxx, LLP, Xxx Oxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Telecopy: 000200-000-0000, Email: xxxxxxx.xxxxxx@xxx.xxx mxxxxxx.xxxxxx@xxx.xxx (or such other address as such Person may otherwise specify to CompanyServicer). The Company Servicer shall cause any Subservicer used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser Owner and any Depositor to comply with the provisions of this Section and with Subsections 2.02Sections 31.02, 2.03(c), 31.03(c) and (e), (f) 31.04, 31.05 and (g), 2.04, 2.05, 2.06(a) and 2.07 31.07 of this Reg AB Addendum Agreement to the same extent as if such Subservicer were the CompanyServicer, and to provide the information required with respect to such Subservicer under Subsection 2.03(dSection 31.03(d) of this Reg AB AddendumAgreement. The Company Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser Owner and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.04Section 31.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 Section 31.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 Section 31.05 as and when required to be delivered. (b) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser Owner or any Depositor to the utilization of any Subcontractor. The Company Servicer shall promptly upon written request provide to the Purchaser Owner and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser Owner and such Depositor) of the role and function of each Subcontractor utilized by the Company Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor that is Subcontractor, (ii) which (if any) of such Subcontractors are “participating in the servicing function” within the meaning of Item 1122 of Regulation AB as determined by the Company AB, and (iiiii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Company Servicer shall cause any such Subcontractor used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser Owner and any Depositor to comply with the provisions of Sections 2.05 31.05 and 2.07 31.07 of this Reg AB Addendum Agreement to the same extent as if such Subcontractor were the CompanyServicer. The Company Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser Owner and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 2.0531.05, in each case as and when required to be delivered.

Appears in 3 contracts

Samples: Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-13), Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-14ar), Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-5ax)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under the Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (a) of this Section. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under the Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (b) of this Section. (a) The Company shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser or its designee fifteen (15) calendar days' advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx X. XxxxxxxxJohn P. Cavanagh, Servicer Oversight Group, 0000 X5002 T-Xxx XxxxxxRex Avenue, Suite 300Suixx 000, Boca RatonXxxx Xxxon, Florida 33431, Telecopy: 000-000-0000, and emailed to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxxregab_servicer_notice@morganstanley.xxx, with a xxxx x copy to Xxxxxxx XxxxxxMichael Gaxxxx, CadwaladerXxxxxxxxxx, Xxxxxxxxxx & Xxxx, LLPXXP, Xxx Xxxxx Xxxxxxxxx One World Finaxxxxx Xxxxxx, Xxx New York, New Xxxx, Xxx Xxxx00001, 00000, TelecopyXxxxcopy: 000200-000-0000, EmailXxxxx: xxxxxxx.xxxxxx@xxx.xxx (or such other xx xxxx xther address as such Person xx xxxx Xxxson may otherwise specify to Companyoxxxxxxxx xxxxxxx xx Xxmpany). The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Subsections 2.02, 2.03(c), (e), (f) and (g), 2.04, 2.05, 2.06(a) and 2.07 of this Reg AB Addendum to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Subsection 2.03(d) of this Reg AB Addendum. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 as and when required to be delivered. (b) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. The Company shall promptly upon written request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (i) the identity of each such Subcontractor that is "participating in the servicing function" within the meaning of Item 1122 of Regulation AB as determined by the Company and (ii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (i) of this paragraph. As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 2.05 and 2.07 of this Reg AB Addendum to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 2.05, in each case as and when required to be delivered.

Appears in 3 contracts

Samples: Regulation Ab Compliance Addendum (Morgan Stanley Mortgage Loan Trust 2006-13arx), Regulation Ab Compliance Addendum (Morgan Stanley Mortgage Loan Trust 2006-9ar), Regulation Ab Compliance Addendum (Morgan Stanley Mortgage Loan Trust 2006-8ar)

Use of Subservicers and Subcontractors. The Company Seller shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Seller as servicer under the this Agreement or any Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (a) of this Section. The Company Seller shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Seller as servicer under the this Agreement or any Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (b) of this Section. (a) The Company Seller shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser or its designee fifteen (15) calendar days’ advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(a34.06(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx X. Xxxxxxxx, Servicer Oversight Group, 0000 X-Xxx Xxxxxx, Suite 300, Boca Raton, Florida 33431, Telecopy: 000-000-0000, and emailed to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxx, with a copy to Xxxxxxx Xxxxxx, Cadwalader, Xxxxxxxxxx & Xxxx, Xxxx LLP, Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, . Telecopy: 000-000-0000, Email: xxxxxxx.xxxxxx@xxx.xxx (or such other address as such Person may otherwise specify to CompanySeller). The Company Seller shall cause any Subservicer used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Subsections 2.0234.02, 2.03(c), 34.03(c) and (e), (f) 34.04, 34.05 and (g), 2.04, 2.05, 2.06(a) and 2.07 34.07 of this Reg AB Addendum Agreement to the same extent as if such Subservicer were the CompanySeller, and to provide the information required with respect to such Subservicer under Subsection 2.03(d34.03(d) of this Reg AB AddendumAgreement. The Company Seller shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.0434.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 34.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 34.05 as and when required to be delivered. (b) It shall not be necessary for the Company Seller to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. The Company Seller shall promptly upon written request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company Seller or any Subservicer, specifying (i) the identity of each such Subcontractor that is Subcontractor, (ii) which (if any) of such Subcontractors are “participating in the servicing function” within the meaning of Item 1122 of Regulation AB as determined by the Company AB, and (iiiii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Company Seller shall cause any such Subcontractor used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 2.05 Subsections 34.05 and 2.07 34.07 of this Reg AB Addendum Agreement to the same extent as if such Subcontractor were the CompanySeller. The Company Seller shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 2.05Subsection 34.05, in each case as and when required to be delivered.

Appears in 3 contracts

Samples: Mortgage Loan Sale and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-15ar), Mortgage Loan Sale and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-13), Mortgage Loan Sale and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-8xs)

Use of Subservicers and Subcontractors. The Company Seller shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Seller as servicer under the this Agreement or any Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (a) of this Section. The Company Seller shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Seller as servicer under the this Agreement or any Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (b) of this Section. (a) The Company Seller shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser or its designee fifteen (15) calendar days’ Business Days' advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(a34.06(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx X. XxxxxxxxJohn P. Cavanagh, Servicer Oversight Group, 0000 X5002 T-Xxx XxxxxxRex Avenue, Suite 300Suxxx 000, Boca RatonXxxx Xxton, Florida 33431, Telecopy: 000-000-0000, and emailed to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxxregab_servicer_notice@morganstanley.xxx, with a xxxx x copy to Xxxxxxx XxxxxxMichael Gxxxxx, CadwaladerXxxxxxxxxx, Xxxxxxxxxx & Xxxx, LLPXLP, Xxx Xxxxx Xxxxxxxxx One World Finxxxxxx Xxxxxx, Xxx New York, New Xxxx, Xxx Xxxx00081, 00000, TelecopyXxxecopy: 000-000-0000, EmailXxxxx: xxxxxxx.xxxxxx@xxx.xxx (or such xx xxxx other address as such Person addresx xx xxxx Xxrson may otherwise specify to Companyxxxxxxxxx xxxxxxx xx Xeller). The Company Seller shall cause any Subservicer used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Subsections 2.0234.02, 2.03(c), 34.03(c) and (e), (f) 34.04, 34.05 and (g), 2.04, 2.05, 2.06(a) and 2.07 34.07 of this Reg AB Addendum Agreement to the same extent as if such Subservicer were the CompanySeller, and to provide the information required with respect to such Subservicer under Subsection 2.03(d34.03(d) of this Reg AB AddendumAgreement. The Company Seller shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.0434.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 34.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 34.05 as and when required to be delivered. (b) It shall not be necessary for the Company Seller to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. The Company Seller shall promptly upon written request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company Seller or any Subservicer, specifying (i) the identity of each such Subcontractor that is “Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB as determined by the Company AB, and (iiiii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company Seller shall cause any such Subcontractor used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 2.05 Subsections 34.05 and 2.07 34.07 of this Reg AB Addendum Agreement to the same extent as if such Subcontractor were the CompanySeller. The Company Seller shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 2.05Subsection 34.05, in each case as and when required to be delivered.

Appears in 3 contracts

Samples: Mortgage Loan Sale and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-8ar), Mortgage Loan Sale and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-9ar), Mortgage Loan Sale and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-13arx)

Use of Subservicers and Subcontractors. The Company Seller shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Seller as servicer under the this Agreement or any Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (a) of this Section. The Company Seller shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Seller as servicer under the this Agreement or any Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (b) of this Section. (a) The Company Seller shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser or its designee fifteen (15) calendar days’ Business Days' advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(a34.06(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx X. XxxxxxxxJohn P. Cavanagh, Servicer Oversight Group, 0000 X5002 T-Xxx XxxxxxRex Avenue, Suite 300Suitx 000, Boca RatonXxxx Xxxxn, Florida 33431, Telecopy: 000-000-0000, and emailed to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxxregab_servicer_notice@morganstanley.cxx, with a copy xxxx x xopy to Xxxxxxx XxxxxxMichael Gamxxx, CadwaladerXxxxxxxxxx, Xxxxxxxxxx & Xxxx, LLPXXX, Xxx Xxxxx Xxxxxxxxx One World Finanxxxx Xxxxxx, Xxx XxxxXew York, Xxx XxxxNew Yxxx, 00000, TelecopyTxxxxopy: 000210-000-0000, EmailXxxxx: xxxxxxx.xxxxxx@xxx.xxx (or such other xx xxxx xxher address as such Person xx xxxx Xxxxon may otherwise specify to Companyotxxxxxxx xxxxxxx xx Xxxler). The Company Seller shall cause any Subservicer used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Subsections 2.0234.02, 2.03(c), 34.03(c) and (e), (f) 34.04, 34.05 and (g), 2.04, 2.05, 2.06(a) and 2.07 34.07 of this Reg AB Addendum Agreement to the same extent as if such Subservicer were the CompanySeller, and to provide the information required with respect to such Subservicer under Subsection 2.03(d34.03(d) of this Reg AB AddendumAgreement. The Company Seller shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.0434.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 34.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 34.05 as and when required to be delivered. (b) It shall not be necessary for the Company Seller to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. The Company Seller shall promptly upon written request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company Seller or any Subservicer, specifying (i) the identity of each such Subcontractor that is “Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB as determined by the Company AB, and (iiiii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company Seller shall cause any such Subcontractor used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 2.05 Subsections 34.05 and 2.07 34.07 of this Reg AB Addendum Agreement to the same extent as if such Subcontractor were the CompanySeller. The Company Seller shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 2.05Subsection 34.05, in each case as and when required to be delivered.

Appears in 2 contracts

Samples: Mortgage Loan Sale and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-12xs), Mortgage Loan Sale and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-15xs)

Use of Subservicers and Subcontractors. The Company Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer Servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (a) of this Section. The Company Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer Servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (b) of this Section. (a) The Company Servicer shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser or its designee fifteen (15) calendar days' advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(aSection 13.06(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx X. XxxxxxxxJohn P. Cavanagh, Servicer Xxxxxxer Oversight Group, 0000 X5002 T-Xxx XxxxxxRex Avenue, Suite 300, Boca Xxxx Raton, Florida 33431, TelecopyTelecoxx: 000-000-0000, 5603 and emailed to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxxregab_servicer_notice@morganstanlex.xxx, with xxxx a copy to Brian Vxxxxx, XxXxx Xxxxxx XXX, 0 Xxxxxxx XxxxxxXxxx Plaza, Cadwalader, Xxxxxxxxxx & Xxxx, LLP, Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx XxxxNew York, Xxx Xxxx, 00000, TelecopyXxxxxxxx: 000212-000-0000, EmailXxxxx: xxxxxxx.xxxxxx@xxx.xxx xxxxxxx@xxxxxxxxxxx.xxx (or such xx xxch other address as such addxxxx xx xxxx Person may otherwise specify to Companymxx xxxxxxxxx xxxxxxx xx Servicer). The Company Servicer shall cause any Subservicer used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Subsections 2.02Sections 13.02, 2.03(c), 13.03(c) and (e), (f) 13.04, 13.05 and (g), 2.04, 2.05, 2.06(a) and 2.07 13.07 of this Reg AB Addendum Agreement to the same extent as if such Subservicer were the CompanyServicer , and to provide the information required with respect to such Subservicer under Subsection 2.03(dSection 13.03(d) of this Reg AB AddendumAgreement. The Company Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.04Section 13.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 Section 13.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 Section 13.05 as and when required to be delivered. (b) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. The Company Servicer shall promptly upon written request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor that is “Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB as determined by the Company AB, and (iiiii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company Servicer shall cause any such Subcontractor used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 2.05 13.05 and 2.07 13.07 of this Reg AB Addendum Agreement to the same extent as if such Subcontractor were the CompanyServicer . The Company Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 2.0513.05, in each case as and when required to be delivered.

Appears in 2 contracts

Samples: Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-17xs), Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-1xs)

Use of Subservicers and Subcontractors. The Company Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Servicer as servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (a) of this Section. The Company Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Servicer as servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (b) of this Section. (a) The Company Servicer shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser or its designee fifteen (15) calendar days' advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(a34.06(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx X. XxxxxxxxJohn P. Cavanagh, Servicer Oversight Group, 0000 X5002 T-Xxx XxxxxxRex Avexxx, Suite 300Xxxxx 000, Boca Xxxx Raton, Florida 33431, TelecopyTxxxxxxx: 000-544-5603, and emailed to: regab_servicer_notice@morganxxxxxxx.xxx, with a copy to Michael Xxxxxx, Xxxxxxxxxr, Wickersham & Taft, LLP, One World Financxxx Xxxxxx, Xxx Xxxx, Xxx Xxrk, 00081, Telxxxxx: 000-000-0000, and emailed to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxx, with a copy to Xxxxxxx Xxxxxx, Cadwalader, Xxxxxxxxxx & Xxxx, LLP, Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Telecopy: 000-000-0000, EmailXxxxx: xxxxxxx.xxxxxx@xxx.xxx (or xr such other address as xxxxxxx xx such Person may otherwise specify Persxx xxx xxxxxxxxx xxxxxfy to CompanySeller). The Company Servicer shall cause any Subservicer used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Subsections 2.0234.02, 2.03(c), 34.03(c) and (e), (f) 34.04, 34.05 and (g), 2.04, 2.05, 2.06(a) and 2.07 34.07 of this Reg AB Addendum Agreement to the same extent as if such Subservicer were the CompanyServicer, and to provide the information required with respect to such Subservicer under Subsection 2.03(d34.03(d) of this Reg AB AddendumAgreement. The Company Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.0434.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 34.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 34.05 as and when required to be delivered. (b) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. The Company Servicer shall promptly upon written request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor that is “Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB as determined by the Company AB, and (iiiii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company Servicer shall cause any such Subcontractor used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 2.05 Subsections 34.05 and 2.07 34.07 of this Reg AB Addendum Agreement to the same extent as if such Subcontractor were the CompanyServicer. The Company Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 2.05Subsection 34.05, in each case as and when required to be delivered.

Appears in 2 contracts

Samples: Mortgage Loan Sale and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-6ar), Mortgage Loan Sale and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-5ar)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under the Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (a) of this Section. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under the Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (b) of this Section. (a) The Company shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser or its designee fifteen (15) calendar days' advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx X. XxxxxxxxJohn P. Cavanagh, Servicer Oversight Group, 0000 X5002 T-Xxx XxxxxxRex Avenue, Suite 300Sxxxx 000, Boca RatonXxxx Xaton, Florida 33431, TelecopyTelecopx: 000-000-5603, and emailed to: regab_servicer_notice@morganstanlex.xxx, xxxx a copy to Michael Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxx & Xxxx, LLP, One World Fixxxxxxx Xxxxxx, New York, Nex Xxxx, 00281, Xxlecopy: 000-000-0000, and emailed to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxx, with a copy to Xxxxxxx Xxxxxx, Cadwalader, Xxxxxxxxxx & Xxxx, LLP, Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Telecopy: 000-000-0000, EmailXxxxx: xxxxxxx.xxxxxx@xxx.xxx (or such xx xxxx other address as such Person addrexx xx xxxx Xerson may otherwise specify to xxxxxxxxx xxxxxxx xx Company). The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Subsections 2.02, 2.03(c), (e), (f) and (g), 2.04, 2.05, 2.06(a) and 2.07 of this Reg AB Addendum to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Subsection 2.03(d) of this Reg AB Addendum. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 as and when required to be delivered. (b) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. The Company shall promptly upon written request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (i) the identity of each such Subcontractor that is "participating in the servicing function" within the meaning of Item 1122 of Regulation AB as determined by the Company and (ii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (i) of this paragraph. As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 2.05 and 2.07 of this Reg AB Addendum to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 2.05, in each case as and when required to be delivered.

Appears in 2 contracts

Samples: Regulation Ab Compliance Addendum (Morgan Stanley Mortgage Loan Trust 2007-2ax), Regulation Ab Compliance Addendum (Morgan Stanley Mortgage Loan Trust 2007-1xs)

Use of Subservicers and Subcontractors. The Company Seller shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Seller as servicer under the this Agreement or any Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (a) of this Section. The Company Seller shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Seller as servicer under the this Agreement or any Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (b) of this Section. (a) The Company Seller shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser or its designee fifteen (15) calendar days’ advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(a34.06(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx X. Xxxxxxxx, Servicer Oversight Group, 0000 X-Xxx Xxxxxx, Suite 300, Boca Raton, Florida 33431, Telecopy: 000-000-0000, and emailed to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxx, with a copy to Xxxxxxx Xxxxxx, Cadwalader, Xxxxxxxxxx & Xxxx, LLP, Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Telecopy: 000-000-0000, Email: xxxxxxx.xxxxxx@xxx.xxx (or such other address as such Person may otherwise specify to CompanySeller). The Company Seller shall cause any Subservicer used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Subsections 2.0234.02, 2.03(c), 34.03(c) and (e), (f) 34.04, 34.05 and (g), 2.04, 2.05, 2.06(a) and 2.07 34.07 of this Reg AB Addendum Agreement to the same extent as if such Subservicer were the CompanySeller, and to provide the information required with respect to such Subservicer under Subsection 2.03(d34.03(d) of this Reg AB AddendumAgreement. The Company Seller shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.0434.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 34.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 34.05 as and when required to be delivered. (b) It shall not be necessary for the Company Seller to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. The Company Seller shall promptly upon written request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company Seller or any Subservicer, specifying (i) the identity of each such Subcontractor that is Subcontractor, (ii) which (if any) of such Subcontractors are “participating in the servicing function” within the meaning of Item 1122 of Regulation AB as determined by the Company AB, and (iiiii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Company Seller shall cause any such Subcontractor used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 2.05 Subsections 34.05 and 2.07 34.07 of this Reg AB Addendum Agreement to the same extent as if such Subcontractor were the CompanySeller. The Company Seller shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 2.05Subsection 34.05, in each case as and when required to be delivered.

Appears in 2 contracts

Samples: Mortgage Loan Sale and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-15ar), Mortgage Loan Sale and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-14ar)

Use of Subservicers and Subcontractors. The Company Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer Servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (a) of this Section. The Company Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer Servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (b) of this Section. (a) The Company Servicer shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser or its designee fifteen (15) calendar days’ advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(aSection 13.06(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx X. Xxxxxxxx, Servicer Oversight Group, 0000 X-Xxx Xxxxxx, Suite 300, Boca Raton, Florida 33431, Telecopy: 000-000-0000, 0000 and emailed to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxx, with a copy to Xxxxxxx Xxxxx Xxxxxx, Cadwalader, Xxxxxxxxxx & Xxxx, XxXxx Xxxxxx LLP, Xxx Xxxxx Xxxxxxxxx Xxxxxx0 Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Telecopy: 000-000-0000, Email: xxxxxxx.xxxxxx@xxx.xxx xxxxxxx@xxxxxxxxxxx.xxx (or such other address as such Person may otherwise specify to CompanyServicer). The Company Servicer shall cause any Subservicer used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Subsections 2.02Sections 13.02, 2.03(c), 13.03(c) and (e), (f) 13.04, 13.05 and (g), 2.04, 2.05, 2.06(a) and 2.07 13.07 of this Reg AB Addendum Agreement to the same extent as if such Subservicer were the CompanyServicer , and to provide the information required with respect to such Subservicer under Subsection 2.03(dSection 13.03(d) of this Reg AB AddendumAgreement. The Company Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.04Section 13.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 Section 13.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 Section 13.05 as and when required to be delivered. (b) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. The Company Servicer shall promptly upon written request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor that is Subcontractor, (ii) which (if any) of such Subcontractors are “participating in the servicing function” within the meaning of Item 1122 of Regulation AB as determined by the Company AB, and (iiiii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Company Servicer shall cause any such Subcontractor used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 2.05 13.05 and 2.07 13.07 of this Reg AB Addendum Agreement to the same extent as if such Subcontractor were the CompanyServicer . The Company Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 2.0513.05, in each case as and when required to be delivered.

Appears in 2 contracts

Samples: Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-14ar), Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-15ar)

Use of Subservicers and Subcontractors. The Company Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Servicer as servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (a) of this SectionSection 14.06. The Company Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Servicer as servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (b) of this Section. (a) Section 14.06. The Company Servicer shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser Owner or its designee fifteen (15) calendar days’ advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(aSection 14.06(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx X. Xxxxxxxx, Servicer Oversight Group, 0000 X-Xxx Xxxxxx, Suite 300, Boca Raton, Florida 33431, Telecopy: 000-000-0000, 0000 and emailed to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxx, with a copy to Xxxxxxx Xxxxxx, Cadwalader, Xxxxxxxxxx & Xxxx, LLP, Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Telecopy: 000-000-0000, Email: xxxxxxx.xxxxxx@xxx.xxx (or such other address as such Person may otherwise specify to CompanyServicer). The Company Servicer shall cause any Subservicer used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser Owner and any Depositor to comply with the provisions of this Section 14.06 and with Subsections 2.02Sections 14.02, 2.03(c), 14.03(c) and (e), (f) 14.04, 14.05 and (g), 2.04, 2.05, 2.06(a) and 2.07 14.07 of this Reg AB Addendum Agreement to the same extent as if such Subservicer were the CompanyServicer, and to provide the information required with respect to such Subservicer under Subsection 2.03(dSection 14.03(d) of this Reg AB AddendumAgreement. The Company Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser Owner and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.04Section 14.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 Section 14.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 Section 14.05 as and when required to be delivered. (b) . It shall not be necessary for the Company Servicer to seek the consent of the Purchaser Owner or any Depositor to the utilization of any Subcontractor. The Company Servicer shall promptly upon written request provide to the Purchaser Owner and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser Owner and such Depositor) of the role and function of each Subcontractor utilized by the Company Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor that is Subcontractor, (ii) which (if any) of such Subcontractors are “participating in the servicing function” within the meaning of Item 1122 of Regulation AB as determined by the Company AB, and (iiiii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Company Servicer shall cause any such Subcontractor used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser Owner and any Depositor to comply with the provisions of Sections 2.05 14.05 and 2.07 14.07 of this Reg AB Addendum Agreement to the same extent as if such Subcontractor were the CompanyServicer. The Company Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser Owner and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 2.0514.05, in each case as and when required to be delivered.

Appears in 2 contracts

Samples: Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-14ar), Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-15ar)

Use of Subservicers and Subcontractors. The Company Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Servicer as servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (a) of this Section. The Company Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Servicer as servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (b) of this Section. (a) The Company Servicer shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser Owner or its designee fifteen (15) calendar days' advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(aSection 31.06(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx X. XxxxxxxxJohn P. Cavanagh, Servicer Oversight Group, 0000 X5002 T-Xxx XxxxxxRex Avenue, Suite 300Suixx 000, Boca RatonXxxx Xxxon, Florida 33431, Telecopy: 000-000-0000, and 0000 xxx emailed to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxxregab_servicer_notice@morganstanley.cxx, with a copy xxxx x xopy to Xxxxxxx XxxxxxMichael Gaxxxx, CadwaladerXxxxxxxxxx, Xxxxxxxxxx & Xxxx, LLPXXP, Xxx Xxxxx Xxxxxxxxx One World Finaxxxxx Xxxxxx, Xxx Nex Xxxx, Xxx Xxw Xxxx, 0000000001, TelecopyXxxxcopy: 000200-000-0000, EmailXxxxx: xxxxxxx.xxxxxx@xxx.xxx (or such other xx xxxx xther address as such Person xx xxxx Xxxson may otherwise specify to Companyoxxxxxxxx xxxxxxx xx Xxrvicer). The Company Servicer shall cause any Subservicer used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser Owner and any Depositor to comply with the provisions of this Section and with Subsections 2.02Sections 31.02, 2.03(c), 31.03(c) and (e), (f) 31.04, 31.05 and (g), 2.04, 2.05, 2.06(a) and 2.07 31.07 of this Reg AB Addendum Agreement to the same extent as if such Subservicer were the CompanyServicer, and to provide the information required with respect to such Subservicer under Subsection 2.03(dSection 31.03(d) of this Reg AB AddendumAgreement. The Company Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser Owner and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.04Section 31.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 Section 31.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 Section 31.05 as and when required to be delivered. (b) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser Owner or any Depositor to the utilization of any Subcontractor. The Company Servicer shall promptly upon written request provide to the Purchaser Owner and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser Owner and such Depositor) of the role and function of each Subcontractor utilized by the Company Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor that is “Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB as determined by the Company AB, and (iiiii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company Servicer shall cause any such Subcontractor used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser Owner and any Depositor to comply with the provisions of Sections 2.05 31.05 and 2.07 31.07 of this Reg AB Addendum Agreement to the same extent as if such Subcontractor were the CompanyServicer. The Company Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser Owner and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 2.0531.05, in each case as and when required to be delivered.

Appears in 2 contracts

Samples: Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-15xs), Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-12xs)

Use of Subservicers and Subcontractors. The Company Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Servicer as servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (a) of this Section. The Company Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Servicer as servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (b) of this Section. (a) The Company Servicer shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser Owner or its designee fifteen (15) calendar days' advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(aSection 31.06(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx X. XxxxxxxxJohn P. Cavanagh, Servicer Oversight Group, 0000 X5002 T-Xxx XxxxxxRex Avenue, Suite 300Sxxxx 000, Boca RatonXxxx Xaton, Florida 33431, TelecopyTelecopx: 000-000-5603 and emailed to: regab_servicer_notice@morganstanley.xxx, xxxx x copy to Michael Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxx & Xxxx, LLP, One World Fixxxxxxx Xxxxxx, Xxx Xxxx, Nex Xxxx, 00281, Xxlecopy: 000-000-0000, and emailed to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxx, with a copy to Xxxxxxx Xxxxxx, Cadwalader, Xxxxxxxxxx & Xxxx, LLP, Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Telecopy: 000-000-0000, EmailXxxxx: xxxxxxx.xxxxxx@xxx.xxx (or such xx xxxx other address as such Person addrexx xx xxxx Xerson may otherwise specify to Companyxxxxxxxxx xxxxxxx xx Servicer). The Company Servicer shall cause any Subservicer used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser Owner and any Depositor to comply with the provisions of this Section and with Subsections 2.02Sections 31.02, 2.03(c), 31.03(c) and (e), (f) 31.04, 31.05 and (g), 2.04, 2.05, 2.06(a) and 2.07 31.07 of this Reg AB Addendum Agreement to the same extent as if such Subservicer were the CompanyServicer, and to provide the information required with respect to such Subservicer under Subsection 2.03(dSection 31.03(d) of this Reg AB AddendumAgreement. The Company Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser Owner and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.04Section 31.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 Section 31.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 Section 31.05 as and when required to be delivered. (b) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser Owner or any Depositor to the utilization of any Subcontractor. The Company Servicer shall promptly upon written request provide to the Purchaser Owner and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser Owner and such Depositor) of the role and function of each Subcontractor utilized by the Company Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor that is “Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB as determined by the Company AB, and (iiiii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company Servicer shall cause any such Subcontractor used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser Owner and any Depositor to comply with the provisions of Sections 2.05 31.05 and 2.07 31.07 of this Reg AB Addendum Agreement to the same extent as if such Subcontractor were the CompanyServicer. The Company Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser Owner and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 2.0531.05, in each case as and when required to be delivered.

Appears in 2 contracts

Samples: Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-11), Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-1xs)

Use of Subservicers and Subcontractors. The Company Seller shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Seller as servicer under the this Agreement or any Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (a) of this Section. The Company Seller shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Seller as servicer under the this Agreement or any Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (b) of this Section. (a) The Company Seller shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser or its designee fifteen (15) calendar days’ Business Days' advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(a34.06(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx X. XxxxxxxxJohn P. Cavanagh, Servicer Oversight Group, 0000 X5002 T-Xxx XxxxxxRex Avenue, Suite 300Xxxxx 000, Boca Xxxx Raton, Florida 33431, TelecopyTelecoxx: 000-000-5603, and emailed to: regab_servicer_notice@morganstanlxx.xxx, xxxx a copy to Michael Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxx & Xxxx, LLP, One World Fxxxxxxxx Xxxxxr, New York, Nxx Xxxx, 00280, Xelecopy: 000-000-0000, and emailed to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxx, with a copy to Xxxxxxx Xxxxxx, Cadwalader, Xxxxxxxxxx & Xxxx, LLP, Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Telecopy: 000-000-0000, EmailXxxxx: xxxxxxx.xxxxxx@xxx.xxx (or such xx xxxh other address as such addrxxx xx xxxx Person may otherwise specify to Companymax xxxxxxxxx xxxxxxx xx Seller). The Company Seller shall cause any Subservicer used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Subsections 2.0234.02, 2.03(c), 34.03(c) and (e), (f) 34.04, 34.05 and (g), 2.04, 2.05, 2.06(a) and 2.07 34.07 of this Reg AB Addendum Agreement to the same extent as if such Subservicer were the CompanySeller, and to provide the information required with respect to such Subservicer under Subsection 2.03(d34.03(d) of this Reg AB AddendumAgreement. The Company Seller shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.0434.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 34.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 34.05 as and when required to be delivered. (b) It shall not be necessary for the Company Seller to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. The Company Seller shall promptly upon written request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company Seller or any Subservicer, specifying (i) the identity of each such Subcontractor that is “Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB as determined by the Company AB, and (iiiii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company Seller shall cause any such Subcontractor used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 2.05 Subsections 34.05 and 2.07 34.07 of this Reg AB Addendum Agreement to the same extent as if such Subcontractor were the CompanySeller. The Company Seller shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 2.05Subsection 34.05, in each case as and when required to be delivered.

Appears in 2 contracts

Samples: Mortgage Loan Sale and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-2), Mortgage Loan Sale and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-2ax)

Use of Subservicers and Subcontractors. The Company Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Servicer as servicer servicers under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (a) of this Section. The Company Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Servicer as servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (b) of this Section. (a) The Company Servicer shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser or its designee fifteen (15) calendar days' advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(a13.06(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx X. Xxxxxxxx, Servicer Oversight Group, 0000 X-Xxx Xxxxxx, Suite 300, Boca Raton, Florida 33431, Telecopy: 000-000-0000, and emailed to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxx, with a copy to Xxxxxxx Xxxxxx, Cadwalader, Xxxxxxxxxx & Xxxx, LLP, Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Telecopy: 000-000-0000, Email: xxxxxxx.xxxxxx@xxx.xxx (or such other address as such Person may otherwise specify to CompanyServicer). The Company Servicer shall cause any Subservicer used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Subsections 2.0213.02, 2.03(c), 13.03(c) and (e), (f) 13.04, 13.05 and (g), 2.04, 2.05, 2.06(a) and 2.07 13.07 of this Reg AB Addendum Agreement to the same extent as if such Subservicer were the CompanyServicer, and to provide the information required with respect to such Subservicer under Subsection 2.03(d13.03(d) of this Reg AB AddendumAgreement. The Company Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.0413.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 13.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 13.05 as and when required to be delivered. (b) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. The Company Servicer shall promptly upon written request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor that is “Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB as determined by the Company AB, and (iiiii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company Servicer shall cause any such Subcontractor used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 2.05 Subsections 13.05 and 2.07 13.07 of this Reg AB Addendum Agreement to the same extent as if such Subcontractor were the CompanyServicer. The Company Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 2.05Subsection 13.05, in each case as and when required to be delivered.

Appears in 1 contract

Samples: Mortgage Loan Flow Purchase, Sale & Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-1xs)

Use of Subservicers and Subcontractors. The Company Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Servicer as servicer servicers under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (a) of this Section. The Company Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Servicer as servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (b) of this Section. (a) The Company Servicer shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser or its designee fifteen (15) calendar days' advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(a13.06(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx X. XxxxxxxxJohn P. Cavanagh, Servicer Oversight Group, 0000 X5002 T-Xxx XxxxxxRex Avenue, Suite 300Xxxxx 000, Boca Xxca Raton, Florida 33431, TelecopyTelxxxxx: 000-544-5603, and emailed to: regab_servicer_notice@morganstxxxxx.xxx, xith a copy to Michxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxx & Xxft, LLP, One World Finaxxxxx Xxnter, New York, Xxx Xxxx, 10000, Telecxxx: 000-000-0000, and emailed to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxx, with a copy to Xxxxxxx Xxxxxx, Cadwalader, Xxxxxxxxxx & Xxxx, LLP, Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Telecopy: 000-000-0000, EmailXxxxx: xxxxxxx.xxxxxx@xxx.xxx (or xx such other address as such axxxxxx xx xxch Person may otherwise specify xxxxxxxxx xxxxxxx to CompanyServicer). The Company Servicer shall cause any Subservicer used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Subsections 2.0213.02, 2.03(c), 13.03(c) and (e), (f) 13.04, 13.05 and (g), 2.04, 2.05, 2.06(a) and 2.07 13.07 of this Reg AB Addendum Agreement to the same extent as if such Subservicer were the CompanyServicer, and to provide the information required with respect to such Subservicer under Subsection 2.03(d13.03(d) of this Reg AB AddendumAgreement. The Company Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.0413.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 13.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 13.05 as and when required to be delivered. (b) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. The Company Servicer shall promptly upon written request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor that is “Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB as determined by the Company AB, and (iiiii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company Servicer shall cause any such Subcontractor used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 2.05 Subsections 13.05 and 2.07 13.07 of this Reg AB Addendum Agreement to the same extent as if such Subcontractor were the CompanyServicer. The Company Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 2.05Subsection 13.05, in each case as and when required to be delivered.

Appears in 1 contract

Samples: Mortgage Loan Flow Purchase, Sale & Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-7)

Use of Subservicers and Subcontractors. The Company Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Servicer as servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (a) of this Section. The Company Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Servicer as servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (b) of this Section. (a) The Company Servicer shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser Owner or its designee fifteen (15) calendar days' advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(aSection 31.06(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx X. XxxxxxxxJohn P. Cavanagh, Servicer Oversight Group, 0000 X5002 T-Xxx XxxxxxRex Avenue, Suite 300Suxxx 000, Boca RatonXxxx Xxton, Florida 33431, Telecopy: 000-000-0000, 0000 and emailed to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxxregab_servicer_notice@morganstanley.xxx, with a xxxx x copy to Xxxxxxx XxxxxxMichael Gxxxxx, CadwaladerXxxxxxxxxx, Xxxxxxxxxx & Xxxx, LLPXLP, Xxx Xxxxx Xxxxxxxxx One World Finxxxxxx Xxxxxx, Xxx New York, New Xxxx, Xxx Xxxx00081, 00000, TelecopyXxxecopy: 000-000-0000, EmailXxxxx: xxxxxxx.xxxxxx@xxx.xxx (or such xx xxxx other address as such Person addresx xx xxxx Xxrson may otherwise specify to Companyxxxxxxxxx xxxxxxx xx Xervicer). The Company Servicer shall cause any Subservicer used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser Owner and any Depositor to comply with the provisions of this Section and with Subsections 2.02Sections 31.02, 2.03(c), 31.03(c) and (e), (f) 31.04, 31.05 and (g), 2.04, 2.05, 2.06(a) and 2.07 31.07 of this Reg AB Addendum Agreement to the same extent as if such Subservicer were the CompanyServicer, and to provide the information required with respect to such Subservicer under Subsection 2.03(dSection 31.03(d) of this Reg AB AddendumAgreement. The Company Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser Owner and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.04Section 31.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 Section 31.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 Section 31.05 as and when required to be delivered. (b) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser Owner or any Depositor to the utilization of any Subcontractor. The Company Servicer shall promptly upon written request provide to the Purchaser Owner and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser Owner and such Depositor) of the role and function of each Subcontractor utilized by the Company Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor that is “Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB as determined by the Company AB, and (iiiii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company Servicer shall cause any such Subcontractor used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser Owner and any Depositor to comply with the provisions of Sections 2.05 31.05 and 2.07 31.07 of this Reg AB Addendum Agreement to the same extent as if such Subcontractor were the CompanyServicer. The Company Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser Owner and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 2.0531.05, in each case as and when required to be delivered.

Appears in 1 contract

Samples: Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-6xs)

Use of Subservicers and Subcontractors. The Company Interim Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Interim Servicer as servicer under the this Agreement or any Reconstitution Agreement unless the Company Interim Servicer complies with the provisions of paragraph (a) of this Section. The Company Interim Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Interim Servicer as servicer under the this Agreement or any Reconstitution Agreement unless the Company Interim Servicer complies with the provisions of paragraph (b) of this Section. (a) The Company Interim Servicer shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser or its designee fifteen (15) calendar days' advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(aSection 13.06(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx X. XxxxxxxxJohn P. Cavanagh, Servicer Oversight Group, 0000 X5002 T-Xxx XxxxxxRex Avenue, Suite 300, Boca RatonXxxx Xxxxx, Florida Xlorida 33431, Telecopy: 000561-000-0000, and emailed 0000 xxx xxxxxxx to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxxregab_servicer_notice@morganstanley.com, with a copy to Xxxxxxx Xxxxxxwxxx x xxxx xo Michael Gambro, CadwaladerXxxxxxxxxx, Xxxxxxxxxx & Xxxx, LLPXXX, Xxx Xxxxx Xxxxxxxxx Xxe World Financial Xxxxxx, Xxx XxxxXorx, Xxx XxxxXxxk, 00000, TelecopyXxlecxxx: 000212-000504-00006666, Email: xxxxxxx.xxxxxx@xxx.xxx michael.gambro@cwt.com (or such other address as such Person may otherwise specify to Companyotherwxxx xxxxxxx xx Xxxxxxx Servicer). The Company Interim Servicer shall cause any Subservicer used by the Company Interim Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Subsections 2.02Sections 13.02, 2.03(c), 13.03(c) and (e), (f) 13.04, 13.05 and (g), 2.04, 2.05, 2.06(a) and 2.07 13.07 of this Reg AB Addendum Agreement to the same extent as if such Subservicer were the CompanyInterim Servicer, and to provide the information required with respect to such Subservicer under Subsection 2.03(dSection 13.03(d) of this Reg AB AddendumAgreement. The Company Interim Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.04Section 13.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 Section 13.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 Section 13.05 as and when required to be delivered. (b) It shall not be necessary for the Company Interim Servicer to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. The Company Interim Servicer shall promptly upon written request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company Interim Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor that is “Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB as determined by the Company AB, and (iiiii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company Interim Servicer shall cause any such Subcontractor used by the Company Interim Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 2.05 13.05 and 2.07 13.07 of this Reg AB Addendum Agreement to the same extent as if such Subcontractor were the CompanyInterim Servicer. The Company Interim Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 2.0513.05, in each case as and when required to be delivered.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley Home Equity Loan Trust 2007-1)

Use of Subservicers and Subcontractors. The Company Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Servicer as servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (a) of this Section. The Company Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Servicer as servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (b) of this Section. (a) The Company Servicer shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser Owner or its designee fifteen (15) calendar days’ advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(aSection 31.06(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx Jxxx X. Xxxxxxxx, Servicer Oversight Group, 0000 5000 X-Xxx Xxxxxx, Suite 300, Boca Raton, Florida 33431, TelecopyFacsimile: 000500-000-0000, 0000 and emailed to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxxrxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxx, with a copy to Xxxxxxx Pxxxx Xxxxxxxx, MxXxx Xxxxxx LLP, 1000 X Xxxxxx, CadwaladerXxxxxxxxxx, Xxxxxxxxxx & Xxxx, LLP, Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, X.X. 00000, TelecopyFacsimile: 000200-000-0000, Email: xxxxxxx.xxxxxx@xxx.xxx mxxxxxx.xxxxxx@xxx.xxx (or such other address as such Person may otherwise specify to CompanyServicer). The Company Servicer shall cause any Subservicer used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser Owner and any Depositor to comply with the provisions of this Section and with Subsections 2.02Sections 31.02, 2.03(c), 31.03(c) and (e), (f) 31.04, 31.05 and (g), 2.04, 2.05, 2.06(a) and 2.07 31.07 of this Reg AB Addendum Agreement to the same extent as if such Subservicer were the CompanyServicer, and to provide the information required with respect to such Subservicer under Subsection 2.03(dSection 31.03(d) of this Reg AB AddendumAgreement. The Company Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser Owner and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.04Section 31.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 Section 31.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 Section 31.05 as and when required to be delivered. (b) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser Owner or any Depositor to the utilization of any Subcontractor. The Company Servicer shall promptly upon written request provide to the Purchaser Owner and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser Owner and such Depositor) of the role and function of each Subcontractor utilized by the Company Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor that is Subcontractor, (ii) which (if any) of such Subcontractors are “participating in the servicing function” within the meaning of Item 1122 of Regulation AB as determined by the Company AB, and (iiiii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Company Servicer shall cause any such Subcontractor used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser Owner and any Depositor to comply with the provisions of Sections 2.05 31.05 and 2.07 31.07 of this Reg AB Addendum Agreement to the same extent as if such Subcontractor were the CompanyServicer. The Company Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser Owner and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 2.0531.05, in each case as and when required to be delivered.

Appears in 1 contract

Samples: Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-10sl)

Use of Subservicers and Subcontractors. The Company Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer Servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (a) of this Section. The Company Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer Servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (b) of this Section. (a) The Company Servicer shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser or its designee fifteen (15) calendar days' advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(aSection 13.06(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx X. XxxxxxxxJohn P. Cavanagh, Servicer Xxxxxxxr Oversight Group, 0000 X5002 T-Xxx XxxxxxRex Avenue, Suite 300, Boca Xxxx Raton, Florida 33431, TelecopyTelecxxx: 000-000-0000, 5603 and emailed to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxxregab_servicer_notice@morganstanlxx.xxx, with xxxx a copy to Xxxxxxx Brian Xxxxxx, CadwaladerXxXxx Xxxxxx XXX, Xxxxxxxxxx & Xxxx0 Xxxxxxx Xxxk Plaza, LLP, Xxx Xxxxx Xxxxxxxxx XxxxxxNew York, Xxx Xxxx, Xxx Xxxx10000, 00000, TelecopyXxxxxxxy: 000212-000-0000, EmailXxxxx: xxxxxxx.xxxxxx@xxx.xxx xxxxxxx@xxxxxxxxxxx.xxx (or such xx xuch other address as such adxxxxx xx xxxh Person may otherwise specify to Companyxxx xxxxxxxxx xxxxxxx xo Servicer). The Company Servicer shall cause any Subservicer used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Subsections 2.02Sections 13.02, 2.03(c), 13.03(c) and (e), (f) 13.04, 13.05 and (g), 2.04, 2.05, 2.06(a) and 2.07 13.07 of this Reg AB Addendum Agreement to the same extent as if such Subservicer were the CompanyServicer , and to provide the information required with respect to such Subservicer under Subsection 2.03(dSection 13.03(d) of this Reg AB AddendumAgreement. The Company Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.04Section 13.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 Section 13.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 Section 13.05 as and when required to be delivered. (b) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. The Company Servicer shall promptly upon written request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor that is “Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB as determined by the Company AB, and (iiiii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company Servicer shall cause any such Subcontractor used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 2.05 13.05 and 2.07 13.07 of this Reg AB Addendum Agreement to the same extent as if such Subcontractor were the CompanyServicer . The Company Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 2.0513.05, in each case as and when required to be delivered.

Appears in 1 contract

Samples: Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-2ax)

Use of Subservicers and Subcontractors. The Company Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer Servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (a) of this Section. The Company Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer Servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (b) of this Section. (a) The Company Servicer shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser or its designee fifteen (15) calendar days' advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(aSection 13.06(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx X. XxxxxxxxJohn P. Cavanagh, Servicer Sxxxxxxx Oversight Group, 0000 X5002 T-Xxx XxxxxxRex Avenue, Suite 300, Boca RatonXxxx Xxton, Florida 33431, Telecopy: 000-000-0000, 0000 and emailed to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxxregab_servicer_notice@morganstanley.xxx, with a xxxx x copy to Brian Vicxxx, XxXxx Xxxxxx XXX, 0 Xxxxxxx XxxxxxXxxx Xlaza, CadwaladerNew York, Xxxxxxxxxx & Nxx Xxxx, LLP00004, Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, TelecopyXxxxxxxx: 000212-000770-0000, EmailXxxxx: xxxxxxx.xxxxxx@xxx.xxx xxxxxxx@xxxxxxxxxxx.xxx (or such xx xxxx other address as such Person addrexx xx xxxx Xerson may otherwise specify to Companyxxxxxxxxx xxxxxxx xx Xervicer). The Company Servicer shall cause any Subservicer used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Subsections 2.02Sections 13.02, 2.03(c), 13.03(c) and (e), (f) 13.04, 13.05 and (g), 2.04, 2.05, 2.06(a) and 2.07 13.07 of this Reg AB Addendum Agreement to the same extent as if such Subservicer were the CompanyServicer, and to provide the information required with respect to such Subservicer under Subsection 2.03(dSection 13.03(d) of this Reg AB AddendumAgreement. The Company Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.04Section 13.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 Section 13.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 Section 13.05 as and when required to be delivered. (b) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. The Company Servicer shall promptly upon written request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor that is “Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB as determined by the Company AB, and (iiiii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company Servicer shall cause any such Subcontractor used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 2.05 13.05 and 2.07 13.07 of this Reg AB Addendum Agreement to the same extent as if such Subcontractor were the CompanyServicer . The Company Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 2.0513.05, in each case as and when required to be delivered.

Appears in 1 contract

Samples: Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-3xs)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under the this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (a) of this SectionSection 4.25. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under the this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (b) of this SectionSection 4.25. (a) The Company shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser or its designee fifteen (15) calendar daysBusiness Days’ advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(aSection 4.25(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx Jxxx X. Xxxxxxxx, Servicer Oversight Group, 0000 5000 X-Xxx Xxxxxx, Suite 300, Boca Raton, Florida 33431, Telecopy: 000500-000-0000, and emailed to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxxrxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxx, with a copy to Bxxxx X. Vxxxxx, Xxxxxxx Xxxxxx, Cadwalader, Xxxxxxxxxx & Xxxx, Sxxxxx LLP, Xxx Xxxxx Xxxxxxxxx 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, Xxxx 00000, Telecopy: 000200-000-0000, Email: xxxxxxx.xxxxxx@xxx.xxx bxxxxxx@xxxxxxx.xxx (or such other address as such Person may otherwise specify to the Company). The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 4.25 and with Subsections 2.02Sections 6.04, 2.03(c6.06, 9.01(e)(iii), (e9.01(e)(v), (f9.01(e)(vi), 9.01(e)(vii), 9.01(e)(viii) and (g), 2.04, 2.05, 2.06(a9.01(f) and 2.07 of this Reg AB Addendum Agreement to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Subsection 2.03(dSection 9.01(e)(iv) of this Reg AB AddendumAgreement. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.04, Section 6.04 and any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 Section 6.06 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 Section 6.06 as and when required to be delivered. (b) It shall not be necessary for the Company to seek the consent of the Purchaser Purchaser, any Master Servicer or any Depositor to the utilization of any Subcontractor. The Company shall promptly upon written request provide to the Purchaser Purchaser, any Master Servicer and any Depositor (or any designee of the Depositor, such as a master servicer or an administrator) a written description (in form and substance reasonably satisfactory to the Purchaser Purchaser, such Depositor and such DepositorMaster Servicer) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (i) the identity of each such Subcontractor that is Subcontractor, (ii) which (if any) of such Subcontractors are “participating in the servicing function” within the meaning of Item 1122 of Regulation AB as determined by the Company AB, and (iiiii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 2.05 6.06 and 2.07 9.01(e) of this Reg AB Addendum Agreement to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation and other certifications required to be delivered by such Subcontractor under Section 2.056.06, in each case as and when required to be delivered.

Appears in 1 contract

Samples: Master Seller’s Warranties and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-7ax)

Use of Subservicers and Subcontractors. The Company Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Servicer as servicer servicers under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (a) of this Section. The Company Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Servicer as servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (b) of this Section. (a) The Company Servicer shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser or its designee fifteen (15) calendar days' advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(a13.06(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx X. XxxxxxxxJohn P. Cavanagh, Servicer Oversight Group, 0000 X5002 T-Xxx XxxxxxRex Avexxx, Suite 300Xxxxx 000, Boca Xxxx Raton, Florida 33431, TelecopyTxxxxxxx: 000-544-5603, and emailed to: regab_servicer_notice@morganxxxxxxx.xxx, with a copy to Michael Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxx & Taft, LLP, One Woxxx Xxxxxxxxx Center, New York, Xxx Xxrk, 00081, Telxxxxx: 000-000-0000, and emailed to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxx, with a copy to Xxxxxxx Xxxxxx, Cadwalader, Xxxxxxxxxx & Xxxx, LLP, Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Telecopy: 000-000-0000, EmailXxxxx: xxxxxxx.xxxxxx@xxx.xxx (or xx such other address as xxxxxxx xx such Person may otherwise specify Persxx xxx xxxxxxxxx xxxxxfy to CompanyServicer). The Company Servicer shall cause any Subservicer used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Subsections 2.0213.02, 2.03(c), 13.03(c) and (e), (f) 13.04, 13.05 and (g), 2.04, 2.05, 2.06(a) and 2.07 13.07 of this Reg AB Addendum Agreement to the same extent as if such Subservicer were the CompanyServicer, and to provide the information required with respect to such Subservicer under Subsection 2.03(d13.03(d) of this Reg AB AddendumAgreement. The Company Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.0413.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 13.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 13.05 as and when required to be delivered. (b) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. The Company Servicer shall promptly upon written request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor that is “Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB as determined by the Company AB, and (iiiii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company Servicer shall cause any such Subcontractor used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 2.05 Subsections 13.05 and 2.07 13.07 of this Reg AB Addendum Agreement to the same extent as if such Subcontractor were the CompanyServicer. The Company Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 2.05Subsection 13.05, in each case as and when required to be delivered.

Appears in 1 contract

Samples: Mortgage Loan Flow Purchase, Sale & Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-12xs)

Use of Subservicers and Subcontractors. The Company Seller shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Seller as servicer under the this Agreement or any Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (a) of this Section. The Company Seller shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Seller as servicer under the this Agreement or any Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (b) of this Section. (a) The Company Seller shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser or its designee fifteen (15) calendar days' advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(a34.06(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx X. XxxxxxxxJohn P. Cavanagh, Servicer Oversight Group, 0000 X5002 T-Xxx XxxxxxRex Avenue, Suite 300Suxxx 000, Boca RatonXxxx Xxton, Florida 33431, Telecopy: 000-000-0000, and emailed to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxxregab_servicer_notice@morganstanley.xxx, with a xxxx x copy to Xxxxxxx XxxxxxMichael Gxxxxx, CadwaladerXxxxxxxxxx, Xxxxxxxxxx & Xxxx XXP, One World Finaxxxxx Xxxxxx, New York, New Xxxx, LLP, Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Telecopy00001. Xxxxcopy: 000-000-0000, EmailXxxxx: xxxxxxx.xxxxxx@xxx.xxx (or such xx xxxx other address as such Person addresx xx xxxx Xxrson may otherwise specify to Companyxxxxxxxxx xxxxxxx xx Xeller). The Company Seller shall cause any Subservicer used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Subsections 2.0234.02, 2.03(c), 34.03(c) and (e), (f) 34.04, 34.05 and (g), 2.04, 2.05, 2.06(a) and 2.07 34.07 of this Reg AB Addendum Agreement to the same extent as if such Subservicer were the CompanySeller, and to provide the information required with respect to such Subservicer under Subsection 2.03(d34.03(d) of this Reg AB AddendumAgreement. The Company Seller shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.0434.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 34.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 34.05 as and when required to be delivered. (b) It shall not be necessary for the Company Seller to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. The Company Seller shall promptly upon written request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company Seller or any Subservicer, specifying (i) the identity of each such Subcontractor that is “Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB as determined by the Company AB, and (iiiii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company Seller shall cause any such Subcontractor used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 2.05 Subsections 34.05 and 2.07 34.07 of this Reg AB Addendum Agreement to the same extent as if such Subcontractor were the CompanySeller. The Company Seller shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 2.05Subsection 34.05, in each case as and when required to be delivered.

Appears in 1 contract

Samples: Mortgage Loan Sale and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-15xs)

Use of Subservicers and Subcontractors. The Company Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Servicer as servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (a) of this Section. The Company Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Servicer as servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (b) of this Section. (a) The Company Servicer shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser Owner or its designee fifteen (15) calendar days’ advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(aSection 31.06(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx Jxxx X. Xxxxxxxx, Servicer Oversight Group, 0000 5000 X-Xxx Xxxxxx, Suite 300, Boca Raton, Florida 33431, TelecopyFacsimile: 000500-000-0000, 0000 and emailed to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxxrxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxx, with a copy to Xxxxxxx Pxxxx Xxxxxxxx, MxXxx Xxxxxx LLP, 1000 X Xxxxxx, CadwaladerXxxxxxxxxx, Xxxxxxxxxx & Xxxx, LLP, Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, X.X. 00000, TelecopyFacsimile: 000200-000-0000, Email: xxxxxxx.xxxxxx@xxx.xxx mxxxxxx.xxxxxx@xxx.xxx (or such other address as such Person may otherwise specify to CompanyServicer). The Company Servicer shall cause any Subservicer used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser Owner, MSMCH and any Depositor to comply with the provisions of this Section and with Subsections 2.02Sections 31.02, 2.03(c), 31.03(c) and (e), (f) 31.04, 31.05 and (g), 2.04, 2.05, 2.06(a) and 2.07 31.07 of this Reg AB Addendum Agreement to the same extent as if such Subservicer were the CompanyServicer, and to provide the information required with respect to such Subservicer under Subsection 2.03(dSection 31.03(d) of this Reg AB AddendumAgreement. The Company Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser Owner, the Certificate Insurer and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.04Section 31.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 Section 31.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 Section 31.05 as and when required to be delivered. (b) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser Owner, MSMCH or any Depositor to the utilization of any Subcontractor. The Company Servicer shall promptly upon written request provide to the Purchaser Owner, the Certificate Insurer and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser Owner, the Certificate Insurer and such Depositor) of the role and function of each Subcontractor utilized by the Company Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor that is Subcontractor, (ii) which (if any) of such Subcontractors are “participating in the servicing function” within the meaning of Item 1122 of Regulation AB as determined by the Company AB, and (iiiii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Company Servicer shall cause any such Subcontractor used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser Owner and any Depositor to comply with the provisions of Sections 2.05 31.05 and 2.07 31.07 of this Reg AB Addendum Agreement to the same extent as if such Subcontractor were the CompanyServicer. The Company Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser Owner, the Certificate Insurer and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 2.0531.05, in each case as and when required to be delivered.

Appears in 1 contract

Samples: Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-9sl)

Use of Subservicers and Subcontractors. The Company Seller shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Seller as servicer under the this Agreement or any Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (a) of this Section. The Company Seller shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Seller as servicer under the this Agreement or any Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (b) of this Section. (a) The Company Seller shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser or its designee fifteen (15) calendar days' advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(aSection 13.06(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Vice President, Sutton Funding LLC, c/o Global Securitization Services, LLC, 445 Broad Hxxxxx Road, Suite 239, Melville, New York, 11747, with copies xx Xxxx X. XxxxxxxxXxxxx, Servicer Oversight GroupXxxxxxxx Xxxx XXX, 0000 X-Xxx 000 Xxxx Xxxxxx, Suite 3000xx Xxxor, Boca RatonNew York, Florida 33431New Xxxx, 00066, Telecopy: 000212-000412-0000 xxx xxxxxxx xx: xxxx.xxxxx@xxxxxxxxxxxxxxx.xxx and Michael Xxxxxx, Xxxxalader, Wickershax & Xxxx, XXX, Xxx Xxxxx Xxxxxcial Xxxxxx, Xxx Xxrk, New York, 00000, Xxxecoxx: 212-504-0000, and emailed toXxxxx: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxx, with a copy xxxxxxx.xxxxxx xxx.xxx (xx xxxx xxxxx xddress as suxx Xxxxxx xxy otherwixx xxxxify to Xxxxxxx Xxxxxx, Cadwalader, Xxxxxxxxxx & Xxxx, LLP, Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Telecopy: 000-000-0000, Email: xxxxxxx.xxxxxx@xxx.xxx (Sxxxxx) to seek the consent of the Purchaser or such other address as such Person may otherwise specify any Depositor to Company)the utilization of any Subservicer. The Company Seller shall cause any Subservicer used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Subsections 2.02Sections 13.02, 2.03(c), 13.03(c) and (e), (f) 13.04, 13.05 and (g), 2.04, 2.05, 2.06(a) and 2.07 13.07 of this Reg AB Addendum Agreement to the same extent as if such Subservicer were the CompanySeller, and to provide the information required with respect to such Subservicer under Subsection 2.03(dSection 13.03(d) of this Reg AB AddendumAgreement. The Company Seller shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.04Section 13.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 Section 13.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 Section 13.05 as and when required to be delivered. (b) It shall not be necessary for the Company Seller to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. The Company Seller shall promptly upon written request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company Seller or any Subservicer, specifying (i) the identity of each such Subcontractor that is “Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB as determined by the Company AB, and (iiiii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company Seller shall cause any such Subcontractor used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 2.05 13.05 and 2.07 13.07 of this Reg AB Addendum Agreement to the same extent as if such Subcontractor were the CompanySeller. The Company Seller shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 2.0513.05, in each case as and when required to be delivered.

Appears in 1 contract

Samples: Trust Agreement (BCAP LLC Trust 2007-Aa1)

Use of Subservicers and Subcontractors. The Company Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Servicer as servicer servicers under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (a) of this Section. The Company Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Servicer as servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (b) of this Section. (a) The Company Servicer shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser or its designee fifteen (15) calendar days' advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(a13.06(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx X. XxxxxxxxJohn P. Cavanagh, Servicer Oversight Group, 0000 X5002 T-Xxx XxxxxxRex Avenxx, Suite 300Xxxxx 000, Boca Xxxx Raton, Florida 33431, TelecopyTexxxxxx: 000-544-5603, and emailed to: regab_servicer_notice@morgansxxxxxx.xxx, with a copy to Michael Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxx & Xaft, LLP, One Worxx Xxxxxxxxx Xenter, New York, Xxx Xxxk, 00001, Telexxxx: 000-000-0000, and emailed to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxx, with a copy to Xxxxxxx Xxxxxx, Cadwalader, Xxxxxxxxxx & Xxxx, LLP, Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Telecopy: 000-000-0000, EmailXxxxx: xxxxxxx.xxxxxx@xxx.xxx (or xx such other address as such Person may otherwise specify xxxxxxx xx xuch Persox xxx xxxxxxxxx xxxxxxy to CompanyServicer). The Company Servicer shall cause any Subservicer used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Subsections 2.0213.02, 2.03(c), 13.03(c) and (e), (f) 13.04, 13.05 and (g), 2.04, 2.05, 2.06(a) and 2.07 13.07 of this Reg AB Addendum Agreement to the same extent as if such Subservicer were the CompanyServicer, and to provide the information required with respect to such Subservicer under Subsection 2.03(d13.03(d) of this Reg AB AddendumAgreement. The Company Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.0413.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 13.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 13.05 as and when required to be delivered. (b) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. The Company Servicer shall promptly upon written request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor that is “Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB as determined by the Company AB, and (iiiii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company Servicer shall cause any such Subcontractor used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 2.05 Subsections 13.05 and 2.07 13.07 of this Reg AB Addendum Agreement to the same extent as if such Subcontractor were the CompanyServicer. The Company Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 2.05Subsection 13.05, in each case as and when required to be delivered.

Appears in 1 contract

Samples: Mortgage Loan Flow Purchase, Sale & Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-6xs)

Use of Subservicers and Subcontractors. The Company Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Servicer as servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (a) of this Section. The Company Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Servicer as servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (b) of this Section. (a) The Company Servicer shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser or its designee fifteen (15) calendar days' advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(a34.06(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx X. XxxxxxxxJohn P. Cavanagh, Servicer Oversight Group, 0000 X5002 T-Xxx XxxxxxRex Avenux, Suite 300Xxxxx 000, Boca Xxxx Raton, Florida 33431, TelecopyTelxxxxx: 000-000544-00005603, and emailed to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxxregab_servicer_notice@morganstxxxxx.xxx, with xith a copy to Xxxxxxx XxxxxxMichael Gxxxxx, CadwaladerXxxxxxxxxr, Xxxxxxxxxx Wickersham & XxxxTaft, LLP, Xxx Xxxxx Xxxxxxxxx One World Financxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 0000010000, TelecopyTelecxxx: 000-000-0000, EmailXxxxx: xxxxxxx.xxxxxx@xxx.xxx (or xx such other address as such axxxxxx xx xxch Person may otherwise specify xxx xxxxxxxxx xxxxxxx to CompanySeller). The Company Servicer shall cause any Subservicer used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Subsections 2.0234.02, 2.03(c), 34.03(c) and (e), (f) 34.04, 34.05 and (g), 2.04, 2.05, 2.06(a) and 2.07 34.07 of this Reg AB Addendum Agreement to the same extent as if such Subservicer were the CompanyServicer, and to provide the information required with respect to such Subservicer under Subsection 2.03(d34.03(d) of this Reg AB AddendumAgreement. The Company Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.0434.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 34.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 34.05 as and when required to be delivered. (b) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. The Company Servicer shall promptly upon written request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor that is “Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB as determined by the Company AB, and (iiiii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company Servicer shall cause any such Subcontractor used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 2.05 Subsections 34.05 and 2.07 34.07 of this Reg AB Addendum Agreement to the same extent as if such Subcontractor were the CompanyServicer. The Company Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 2.05Subsection 34.05, in each case as and when required to be delivered.

Appears in 1 contract

Samples: Mortgage Loan Sale and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-8ar)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under the this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (a) of this SectionSection 4.25. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under the this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (b) of this SectionSection 4.25. (a) The Company shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser or its designee fifteen (15) calendar days’ Business Days' advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(aSection 4.25(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx X. XxxxxxxxJohn P. Cavanagh, Servicer Oversight Group, 0000 X5002 T-Xxx XxxxxxRex Avenue, Suite 300Xxxxx 000, Boca Xxxx Raton, Florida 33431, Telecopy: 000-000-00005603, and emailed to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxxregab_servicer_notice@morganstanley.cxx, with xxxx a copy to Xxxxxxx Brian X. Xxxxxx, CadwaladerXxxxxxx & Xxxxxx XXX, Xxxxxxxxxx & Xxxx000 Xxrk Avenue, LLPNew York, Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, Yxxx 00000, TelecopyXxxxcopx: 000-000294-00003000, EmailXxxxx: xxxxxxx.xxxxxx@xxx.xxx xxxxxxx@xxxxxxx.xxx (or such xx xxxx other address as such Person addresx xx xxxx Xxrson may otherwise specify to xxxxxxxxx xxxxxxx xo the Company). The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 4.25 and with Subsections 2.02Sections 6.04, 2.03(c6.06, 9.01(e)(iii), (e9.01(e)(v), (f9.01(e)(vi), 9.01(e)(vii), 9.01(e)(viii) and (g), 2.04, 2.05, 2.06(a9.01(f) and 2.07 of this Reg AB Addendum Agreement to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Subsection 2.03(dSection 9.01(e)(iv) of this Reg AB AddendumAgreement. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.04, Section 6.04 and any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 Section 6.06 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 Section 6.06 as and when required to be delivered. (b) It shall not be necessary for the Company to seek the consent of the Purchaser Purchaser, any Master Servicer or any Depositor to the utilization of any Subcontractor. The Company shall promptly upon written request provide to the Purchaser Purchaser, any Master Servicer and any Depositor (or any designee of the Depositor, such as a master servicer or an administrator) a written description (in form and substance reasonably satisfactory to the Purchaser Purchaser, such Depositor and such DepositorMaster Servicer) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (i) the identity of each such Subcontractor that is “Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB as determined by the Company AB, and (iiiii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 2.05 6.06 and 2.07 9.01(e) of this Reg AB Addendum Agreement to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation and other certifications required to be delivered by such Subcontractor under Section 2.056.06, in each case as and when required to be delivered.

Appears in 1 contract

Samples: Master Seller's Warranties and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-6xs)

Use of Subservicers and Subcontractors. The Company Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Servicer as servicer servicers under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (a) of this Section. The Company Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Servicer as servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (b) of this Section. (a) The Company Servicer shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser or its designee fifteen (15) calendar days' advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(a13.06(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx X. XxxxxxxxJohn P. Cavanagh, Servicer Oversight Group, 0000 X5002 T-Xxx XxxxxxRex Axxxxx, Suite 300Xxxxx 000, Boca Raton, Florida 33431, TelecopyXxxxxxxx: 000-000544-00005603, and emailed to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxxregab_servicer_notice@morgxxxxxxxxx.xxm, with a copy to Xxxxxxx Xxxxxx, CadwaladerXxxxxxxxxx, Xxxxxxxxxx & XxxxTaft, LLP, Xxx Xxxxx One World Xxxxxxxxx XxxxxxCenter, Xxx New Xxxx, Xxx XxxxYorx, 0000000281, TelecopyTxxxxxxx: 000-000-0000, EmailXxxxx: xxxxxxx.xxxxxx@xxx.xxx (or such other address as othxx xxxxxxx xs such Person may otherwise specify mxx xxxxxxxxx xxxcify to CompanyServicer). Notwithstanding the preceding two sentences, it shall not be necessary for the Servicer to obtain the consent of the Purchaser or any designee to the utilization of any such Subservicer. The Company Servicer shall cause any Subservicer used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Subsections 2.0213.02, 2.03(c), 13.03(c) and (e), (f) 13.04, 13.05 and (g), 2.04, 2.05, 2.06(a) and 2.07 13.07 of this Reg AB Addendum Agreement to the same extent as if such Subservicer were the CompanyServicer, and to provide the information required with respect to such Subservicer under Subsection 2.03(d13.03(d) of this Reg AB AddendumAgreement. The Company Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.0413.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 13.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 13.05 as and when required to be delivered. (b) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. The Company Servicer shall promptly upon written request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor that is “Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB as determined by the Company AB, and (iiiii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company Servicer shall cause any such Subcontractor used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 2.05 Subsections 13.05 and 2.07 13.07 of this Reg AB Addendum Agreement to the same extent as if such Subcontractor were the CompanyServicer. The Company Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 2.05Subsection 13.05, in each case as and when required to be delivered.

Appears in 1 contract

Samples: Mortgage Loan Flow Purchase, Sale & Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-2)

AutoNDA by SimpleDocs

Use of Subservicers and Subcontractors. The Company Seller shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Seller as servicer under the this Agreement or any Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (a) of this Section. The Company Seller shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Seller as servicer under the this Agreement or any Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (b) of this Section. (a) The Company Seller shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser or its designee fifteen (15) calendar days' advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(a[__].06 (a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx X. XxxxxxxxJohn P. Cavanagh, Servicer Oversight Group, 0000 X5002 T-Xxx XxxxxxRex Avenue, Suite 300000, Boca RatonXxxx Xxxxx, Florida 33431, Telecopy: 000500-000-0000, and emailed to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxxregab_servicer_notice@morganstanley.cox, with a copy xxxx x xxpy to Xxxxxxx XxxxxxMichael Gambxx, CadwaladerXxxxxxxxxx, Xxxxxxxxxx & Xxxx, LLPXXX, Xxx Xxxxx Xxxxxxxxx One World Financxxx Xxxxxx, Xxx XxxxXxw York, Xxx XxxxNew Yoxx, 00000, TelecopyTexxxxpy: 000212-000-0000, EmailXxxxx: xxxxxxx.xxxxxx@xxx.xxx (or such other xx xxxx xxxer address as such Person ax xxxx Xxxxxn may otherwise specify to Companyothxxxxxx xxxxxxx xx Xxxxer). The Company Seller shall cause any Subservicer used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Subsections 2.02[__].02, 2.03(c), [__].03(c) and (e), (f) [__].04, [__].05 and (g), 2.04, 2.05, 2.06(a) and 2.07 [__].07 of this Reg AB Addendum Agreement to the same extent as if such Subservicer were the CompanySeller, and to provide the information required with respect to such Subservicer under Subsection 2.03(d) of this Reg AB Addendum. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 as and when required to be delivered. (b) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. The Company shall promptly upon written request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (i) the identity of each such Subcontractor that is “participating in the servicing function” within the meaning of Item 1122 of Regulation AB as determined by the Company and (ii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (i) of this paragraph. As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 2.05 and 2.07 of this Reg AB Addendum to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 2.05, in each case as and when required to be delivered.Subsection

Appears in 1 contract

Samples: Mortgage Loan Sale and Servicing Agreement (Morgan Stanley Dean Witter Capital I Inc)

Use of Subservicers and Subcontractors. The Company Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Servicer as servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (a) of this SectionSection 14.06. The Company Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Servicer as servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (b) of this Section. (a) Section 14.06. The Company Servicer shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser Owner or its designee fifteen (15) calendar days’ advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(aSection 14.06(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx X. Xxxxxxxx, Servicer Oversight Group, 0000 X-Xxx Xxxxxx, Suite 300, Boca Raton, Florida 33431, Telecopy: 000-000-0000, 0000 and emailed to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxx, with a copy to Xxxxxxx Xxxxxx, Cadwalader, Xxxxxxxxxx & Xxxx, LLP, Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Telecopy: 000-000-0000, Email: xxxxxxx.xxxxxx@xxx.xxx (or such other address as such Person may otherwise specify to CompanyServicer). The Company Servicer shall cause any Subservicer used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser Owner and any Depositor to comply with the provisions of this Section 14.06 and with Subsections 2.02Sections 14.02, 2.03(c), 14.03(c) and (e), (f) 14.04, 14.05 and (g), 2.04, 2.05, 2.06(a) and 2.07 14.07 of this Reg AB Addendum Agreement to the same extent as if such Subservicer were the CompanyServicer, and to provide the information required with respect to such Subservicer under Subsection 2.03(d) of this Reg AB Addendum. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 as and when required to be delivered. (b) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. The Company shall promptly upon written request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (i) the identity of each such Subcontractor that is “participating in the servicing function” within the meaning of Item 1122 of Regulation AB as determined by the Company and (ii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (i) of this paragraph. As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 2.05 and 2.07 of this Reg AB Addendum to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 2.05, in each case as and when required to be delivered.Section

Appears in 1 contract

Samples: Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-13)

Use of Subservicers and Subcontractors. The Company Seller shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Seller as servicer under the this Agreement or any Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (a) of this Section. The Company Seller shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Seller as servicer under the this Agreement or any Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (b) of this Section. (a) The Company Seller shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser or its designee fifteen (15) calendar days’ Business Days' advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(a34.06(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx X. XxxxxxxxJohn P. Cavanagh, Servicer Oversight Group, 0000 X5002 T-Xxx XxxxxxRex Avenue, Suite 300Xxxxx 000, Boca Xxxa Raton, Florida 33431, TelecopyTelexxxx: 000-000-5603, and emailed to: regab_servicer_notice@morganstaxxxx.xxx, xxth a copy to Michaxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxx & Xxxt, LLP, One World Xxxxxxxxx Xxxter, New York, Xxx Xxxx, 10000, Telecoxx: 000-000-0000, and emailed to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxx, with a copy to Xxxxxxx Xxxxxx, Cadwalader, Xxxxxxxxxx & Xxxx, LLP, Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Telecopy: 000-000-0000, EmailXxxxx: xxxxxxx.xxxxxx@xxx.xxx (or such xx xuch other address as such adxxxxx xx xxxh Person may otherwise specify xxx xxxxxxxxx xxxxxxx to CompanySeller). The Company Seller shall cause any Subservicer used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Subsections 2.0234.02, 2.03(c), 34.03(c) and (e), (f) 34.04, 34.05 and (g), 2.04, 2.05, 2.06(a) and 2.07 34.07 of this Reg AB Addendum Agreement to the same extent as if such Subservicer were the CompanySeller, and to provide the information required with respect to such Subservicer under Subsection 2.03(d34.03(d) of this Reg AB AddendumAgreement. The Company Seller shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.0434.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 34.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 34.05 as and when required to be delivered. (b) It shall not be necessary for the Company Seller to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. The Company Seller shall promptly upon written request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company Seller or any Subservicer, specifying (i) the identity of each such Subcontractor that is “Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB as determined by the Company AB, and (iiiii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company Seller shall cause any such Subcontractor used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 2.05 Subsections 34.05 and 2.07 34.07 of this Reg AB Addendum Agreement to the same extent as if such Subcontractor were the CompanySeller. The Company Seller shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 2.05Subsection 34.05, in each case as and when required to be delivered.

Appears in 1 contract

Samples: Mortgage Loan Sale and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-1ar)

Use of Subservicers and Subcontractors. The Company Interim Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Interim Servicer as servicer under the this Agreement or any Reconstitution Agreement unless the Company Interim Servicer complies with the provisions of paragraph (a) of this Section. The Company Interim Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Interim Servicer as servicer under the this Agreement or any Reconstitution Agreement unless the Company Interim Servicer complies with the provisions of paragraph (b) of this Section. (a) The Company Interim Servicer shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser or its designee fifteen (15) calendar days' advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(aSection 13.06(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx X. XxxxxxxxJohn P. Cavanagh, Servicer Oversight Group, 0000 X5002 T-Xxx XxxxxxRex Avenue, Suite 300, Boca RatonXxxx Xxxxx, Florida Xlorida 33431, Telecopy: 000561-000-0000, and emailed 0000 xxx xxxxxxx to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxxregab_servicer_notice@morganstanley.com, with a copy to Xxxxxxx Xxxxxxwxxx x xxxx xo Michael Gambro, CadwaladerXxxxxxxxxx, Xxxxxxxxxx & Xxxx, LLPXXX, Xxx Xxxxx Xxxxxxxxx Xxe World Financial Xxxxxx, Xxx XxxxXork, Xxx XxxxNew York, 00000, TelecopyXxlecxxx: 000212-000500-0000, EmailXxxxx: xxxxxxx.xxxxxx@xxx.xxx (or such other xx xxxx xxxxx address as such Person may otherwise specify to Companysxxx Xxxxxx xay otherwxxx xxxxxxx xx Xxxxxxx Servicer). The Company Interim Servicer shall cause any Subservicer used by the Company Interim Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Subsections 2.02Sections 13.02, 2.03(c), 13.03(c) and (e), (f) 13.04, 13.05 and (g), 2.04, 2.05, 2.06(a) and 2.07 13.07 of this Reg AB Addendum Agreement to the same extent as if such Subservicer were the CompanyInterim Servicer, and to provide the information required with respect to such Subservicer under Subsection 2.03(dSection 13.03(d) of this Reg AB AddendumAgreement. The Company Interim Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.04Section 13.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 Section 13.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 Section 13.05 as and when required to be delivered. (b) It shall not be necessary for the Company Interim Servicer to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. The Company Interim Servicer shall promptly upon written request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company Interim Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor that is “Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB as determined by the Company AB, and (iiiii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company Interim Servicer shall cause any such Subcontractor used by the Company Interim Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 2.05 13.05 and 2.07 13.07 of this Reg AB Addendum Agreement to the same extent as if such Subcontractor were the CompanyInterim Servicer. The Company Interim Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 2.0513.05, in each case as and when required to be delivered.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2007-He3)

Use of Subservicers and Subcontractors. The Company Seller shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Seller as servicer under the this Agreement or any Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (a) of this Section. The Company Seller shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Seller as servicer under the this Agreement or any Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (b) of this Section. (a) The Company Seller shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser or its designee fifteen (15) calendar days’ advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(a34.06(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx Jxxx X. Xxxxxxxx, Servicer Oversight Group, 0000 5000 X-Xxx Xxxxxx, Suite 300, Boca Raton, Florida 33431, Telecopy: 000500-000-0000, and emailed to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxxrxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxx, with a copy to Xxxxxxx Mxxxxxx Xxxxxx, Cadwalader, Xxxxxxxxxx Wxxxxxxxxx & Xxxx, Txxx LLP, Xxx Oxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, . Telecopy: 000200-000-0000, Email: xxxxxxx.xxxxxx@xxx.xxx mxxxxxx.xxxxxx@xxx.xxx (or such other address as such Person may otherwise specify to CompanySeller). The Company Seller shall cause any Subservicer used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Subsections 2.0234.02, 2.03(c), 34.03(c) and (e), (f) 34.04, 34.05 and (g), 2.04, 2.05, 2.06(a) and 2.07 34.07 of this Reg AB Addendum Agreement to the same extent as if such Subservicer were the CompanySeller, and to provide the information required with respect to such Subservicer under Subsection 2.03(d34.03(d) of this Reg AB AddendumAgreement. The Company Seller shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.0434.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 34.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 34.05 as and when required to be delivered. (b) It shall not be necessary for the Company Seller to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. The Company Seller shall promptly upon written request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company Seller or any Subservicer, specifying (i) the identity of each such Subcontractor that is Subcontractor, (ii) which (if any) of such Subcontractors are “participating in the servicing function” within the meaning of Item 1122 of Regulation AB as determined by the Company AB, and (iiiii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Company Seller shall cause any such Subcontractor used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 2.05 Subsections 34.05 and 2.07 34.07 of this Reg AB Addendum Agreement to the same extent as if such Subcontractor were the CompanySeller. The Company Seller shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 2.05Subsection 34.05, in each case as and when required to be delivered.

Appears in 1 contract

Samples: Mortgage Loan Sale and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-14ar)

Use of Subservicers and Subcontractors. The Company Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Servicer as servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (a) of this SectionSection 14.06. The Company Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Servicer as servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (b) of this SectionSection 14.06. (a) The Company Servicer shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser Owner or its designee fifteen (15) calendar days’ advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(aSection 14.06(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx X. Xxxxxxxx, Servicer Oversight Group, 0000 X-Xxx Xxxxxx, Suite 300, Boca Raton, Florida 33431, Telecopy: 000-000-0000, 0000 and emailed to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxx, with a copy to Xxxxxxx Xxxxxx, Cadwalader, Xxxxxxxxxx & Xxxx, LLP, Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Telecopy: 000-000-0000, Email: xxxxxxx.xxxxxx@xxx.xxx (or such other address as such Person may otherwise specify to CompanyServicer). The Company Servicer shall cause any Subservicer used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser Owner and any Depositor to comply with the provisions of this Section 14.06 and with Subsections 2.02Sections 14.02, 2.03(c), 14.03(c) and (e), (f) 14.04, 14.05 and (g), 2.04, 2.05, 2.06(a) and 2.07 14.07 of this Reg AB Addendum Agreement to the same extent as if such Subservicer were the CompanyServicer, and to provide the information required with respect to such Subservicer under Subsection 2.03(dSection 14.03(d) of this Reg AB AddendumAgreement. The Company Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser Owner and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.04Section 14.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 Section 14.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 Section 14.05 as and when required to be delivered. (b) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser Owner or any Depositor to the utilization of any Subcontractor. The Company Servicer shall promptly upon written request provide to the Purchaser Owner and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser Owner and such Depositor) of the role and function of each Subcontractor utilized by the Company Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor that is Subcontractor, (ii) which (if any) of such Subcontractors are “participating in the servicing function” within the meaning of Item 1122 of Regulation AB as determined by the Company AB, and (iiiii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Company Servicer shall cause any such Subcontractor used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser Owner and any Depositor to comply with the provisions of Sections 2.05 14.05 and 2.07 14.07 of this Reg AB Addendum Agreement to the same extent as if such Subcontractor were the CompanyServicer. The Company Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser Owner and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 2.0514.05, in each case as and when required to be delivered.

Appears in 1 contract

Samples: Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-12)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under the Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (a) of this Section. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under the Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (b) of this Section. (a) The Company shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser or its designee fifteen (15) calendar days' advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx X. XxxxxxxxJohn P. Cavanagh, Servicer Oversight Group, 0000 X5002 T-Xxx XxxxxxRex Avenue, Suite 300Suxxx 000, Boca RatonXxxx Xxton, Florida 33431, Telecopy: 000-000-0000, and emailed to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxxregab_servicer_notice@morganstanley.xxx, with a xxxx x copy to Xxxxxxx XxxxxxMichael Gxxxxx, CadwaladerXxxxxxxxxx, Xxxxxxxxxx & Xxxx, LLPXLP, Xxx Xxxxx Xxxxxxxxx One World Finxxxxxx Xxxxxx, Xxx New York, New Xxxx, Xxx Xxxx00081, 00000, TelecopyXxxecopy: 000-000-0000, EmailXxxxx: xxxxxxx.xxxxxx@xxx.xxx (or such xx xxxx other address as such Person addresx xx xxxx Xxrson may otherwise specify to Companyxxxxxxxxx xxxxxxx xx Xompany). The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Subsections 2.02, 2.03(c), (e), (f) and (g), 2.04, 2.05, 2.06(a) and 2.07 of this Reg AB Addendum to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Subsection 2.03(d) of this Reg AB Addendum. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 as and when required to be delivered. (b) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. The Company shall promptly upon written request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (i) the identity of each such Subcontractor that is "participating in the servicing function" within the meaning of Item 1122 of Regulation AB as determined by the Company and (ii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (i) of this paragraph. As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 2.05 and 2.07 of this Reg AB Addendum to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 2.05, in each case as and when required to be delivered.

Appears in 1 contract

Samples: Regulation Ab Compliance Addendum (Morgan Stanley Mortgage Loan Trust 2007-6xs)

Use of Subservicers and Subcontractors. The Company Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Servicer as servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (a) of this Section. The Company Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Servicer as servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (b) of this Section. (a) The Company Servicer shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser Owner or its designee fifteen (15) calendar days' advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a 57 Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(aSection 31.06(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx X. XxxxxxxxJohn P. Cavanagh, Servicer Oversight Group, 0000 X5002 T-Xxx XxxxxxRex Avenue, Suite 300Xxxxx 000, Boca Xxxx Raton, Florida 33431, TelecopyTelecxxx: 000-000-5603 and emailed to: regab_servicer_notice@morganstanlxx.xxx, xxxx a copy to Michaex Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxx & Xxxx, LLP, One World Xxxxxxxxx Xxxxer, Xxx Xxxx, Xxx Xxxx, 10200, Telecopx: 000-000-0000, and emailed to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxx, with a copy to Xxxxxxx Xxxxxx, Cadwalader, Xxxxxxxxxx & Xxxx, LLP, Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Telecopy: 000-000-0000, EmailXxxxx: xxxxxxx.xxxxxx@xxx.xxx (or such xx xxch other address as such addxxxx xx xxxx Person may otherwise specify to Companymxx xxxxxxxxx xxxxxxx xo Servicer). The Company Servicer shall cause any Subservicer used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser Owner and any Depositor to comply with the provisions of this Section and with Subsections 2.02Sections 31.02, 2.03(c), 31.03(c) and (e), (f) 31.04, 31.05 and (g), 2.04, 2.05, 2.06(a) and 2.07 31.07 of this Reg AB Addendum Agreement to the same extent as if such Subservicer were the CompanyServicer, and to provide the information required with respect to such Subservicer under Subsection 2.03(dSection 31.03(d) of this Reg AB AddendumAgreement. The Company Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser Owner and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.04Section 31.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 Section 31.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 Section 31.05 as and when required to be delivered. (b) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser Owner or any Depositor to the utilization of any Subcontractor. The Company Servicer shall promptly upon written request provide to the Purchaser Owner and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser Owner and such Depositor) of the role and function of each Subcontractor utilized by the Company Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor that is “Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB as determined by the Company AB, and (iiiii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company Servicer shall cause any such Subcontractor used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser Owner and any Depositor to comply with the provisions of Sections 2.05 31.05 and 2.07 31.07 of this Reg AB Addendum Agreement to the same extent as if such Subcontractor were the CompanyServicer. The Company Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser Owner and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 2.0531.05, in each case as and when required to be delivered.

Appears in 1 contract

Samples: Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-17xs)

Use of Subservicers and Subcontractors. The Company Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Servicer as servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (a) of this Section. The Company Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Servicer as servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (b) of this Section. (a) The Company Servicer shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser Owner or its designee fifteen (15) calendar days' advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(aSection 31.06(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx X. XxxxxxxxJohn P. Cavanagh, Servicer Oversight Group, 0000 X5002 T-Xxx XxxxxxRex Avenue, Suite 300000, Boca RatonXxxx Xxxxx, Florida 33431, Telecopy: 500-000-0000 xxx emailed to: regab_servicer_notice@morganstanley.com, xxxx x xxxy to Michael Gambxx, Xxxxxxxxxx, Xxxxxxxxxx & Xxxx, XXX, One World Financxxx Xxxxxx, Xxw Xxxx, Xxx Yoxx, 00000, Texxxxpy: 212-000-0000, and emailed to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxx, with a copy to Xxxxxxx Xxxxxx, Cadwalader, Xxxxxxxxxx & Xxxx, LLP, Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Telecopy: 000-000-0000, EmailXxxxx: xxxxxxx.xxxxxx@xxx.xxx (or such other xx xxxx xxxer address as such Person ax xxxx Xxxxxn may otherwise specify to Companyothxxxxxx xxxxxxx xx Xxxxicer). The Company Servicer shall cause any Subservicer used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser Owner and any Depositor to comply with the provisions of this Section and with Subsections 2.02Sections 31.02, 2.03(c), 31.03(c) and (e), (f) 31.04, 31.05 and (g), 2.04, 2.05, 2.06(a) and 2.07 31.07 of this Reg AB Addendum Agreement to the same extent as if such Subservicer were the CompanyServicer, and to provide the information required with respect to such Subservicer under Subsection 2.03(dSection 31.03(d) of this Reg AB AddendumAgreement. The Company Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser Owner and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.04Section 31.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 Section 31.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 Section 31.05 as and when required to be delivered. (b) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser Owner or any Depositor to the utilization of any Subcontractor. The Company Servicer shall promptly upon written request provide to the Purchaser Owner and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser Owner and such Depositor) of the role and function of each Subcontractor utilized by the Company Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor that is “Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB as determined by the Company AB, and (iiiii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company Servicer shall cause any such Subcontractor used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser Owner and any Depositor to comply with the provisions of Sections 2.05 31.05 and 2.07 31.07 of this Reg AB Addendum Agreement to the same extent as if such Subcontractor were the CompanyServicer. The Company Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser Owner and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 2.0531.05, in each case as and when required to be delivered.

Appears in 1 contract

Samples: Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-9ar)

Use of Subservicers and Subcontractors. The Company Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer Servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (a) of this Section. The Company Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer Servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (b) of this Section. (a) The Company Servicer shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser or its designee fifteen (15) calendar days’ advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(aSection 13.06(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx X. XxxxxxxxJohn P. Cavanagh, Servicer Oversight Group, 0000 X5002 T-Xxx XxxxxxRex Avenue, Suite 300, Boca Raton, Florida 33431Flxxxxx 00000, TelecopyXxxecopy: 561-544-5603 and emaixxx xx: xxxxx_xxxxxxxx_xxxxxx@morganstanley.com, with a copy to Brixx Xxxxxx, XcKee Nelson LLP, 0 Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxk, 10004, Telecopx: 000-000-00000290, and emailed toXxxxx: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxx, with a copy to Xxxxxxx Xxxxxx, Cadwalader, Xxxxxxxxxx & Xxxx, LLP, Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Telecopy: 000-000-0000, Email: xxxxxxx.xxxxxx@xxx.xxx xxictor@xxxxxxxxxxx.xxx (or such other address as such xx xxxx xxxxx xxxxxxx xx xxxx Person may otherwise specify oxxxxxxxx xxxcify to CompanySxxxxxxx). The Company Xxx Xxxxxxxx shall cause any Subservicer used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Subsections 2.02Sections 13.02, 2.03(c), 13.03(c) and (e), (f) 13.04, 13.05 and (g), 2.04, 2.05, 2.06(a) and 2.07 13.07 of this Reg AB Addendum Agreement to the same extent as if such Subservicer were the CompanyServicer , and to provide the information required with respect to such Subservicer under Subsection 2.03(dSection 13.03(d) of this Reg AB AddendumAgreement. The Company Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.04Section 13.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 Section 13.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 Section 13.05 as and when required to be delivered. (b) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. The Company Servicer shall promptly upon written request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor that is Subcontractor, (ii) which (if any) of such Subcontractors are “participating in the servicing function” within the meaning of Item 1122 of Regulation AB as determined by the Company AB, and (iiiii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Company Servicer shall cause any such Subcontractor used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 2.05 13.05 and 2.07 13.07 of this Reg AB Addendum Agreement to the same extent as if such Subcontractor were the CompanyServicer . The Company Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 2.0513.05, in each case as and when required to be delivered.

Appears in 1 contract

Samples: Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-5ax)

Use of Subservicers and Subcontractors. The Company Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer Servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (a) of this Section. The Company Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer Servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (b) of this Section. (a) The Company Servicer shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser or its designee fifteen (15) calendar days’ advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(aSection 13.06(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx Jxxx X. XxxxxxxxCxxxxxxx, Servicer Oversight Group, 0000 5000 X-Xxx Xxxxxx, Suite 300, Boca Raton, Florida 33431, Telecopy: 000500-000-0000, 0000 and emailed to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxxrxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxx, with a copy to Xxxxxxx Bxxxx Xxxxxx, Cadwalader, Xxxxxxxxxx & Xxxx, MxXxx Xxxxxx LLP, Xxx Xxxxx Xxxxxxxxx Xxxxxx1 Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Telecopy: 000200-000-0000, Email: xxxxxxx.xxxxxx@xxx.xxx bxxxxxx@xxxxxxxxxxx.xxx (or such other address as such Person may otherwise specify to CompanyServicer). The Company Servicer shall cause any Subservicer used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Subsections 2.02Sections 13.02, 2.03(c), 13.03(c) and (e), (f) 13.04, 13.05 and (g), 2.04, 2.05, 2.06(a) and 2.07 13.07 of this Reg AB Addendum Agreement to the same extent as if such Subservicer were the CompanyServicer , and to provide the information required with respect to such Subservicer under Subsection 2.03(dSection 13.03(d) of this Reg AB AddendumAgreement. The Company Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.04Section 13.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 Section 13.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 Section 13.05 as and when required to be delivered. (b) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. The Company Servicer shall promptly upon written request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor that is Subcontractor, (ii) which (if any) of such Subcontractors are “participating in the servicing function” within the meaning of Item 1122 of Regulation AB as determined by the Company AB, and (iiiii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Company Servicer shall cause any such Subcontractor used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 2.05 13.05 and 2.07 13.07 of this Reg AB Addendum Agreement to the same extent as if such Subcontractor were the CompanyServicer . The Company Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 2.0513.05, in each case as and when required to be delivered.

Appears in 1 contract

Samples: Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-12)

Use of Subservicers and Subcontractors. The Company Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Servicer as servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (a) of this Section. The Company Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Servicer as servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (b) of this Section. (a) The Company Servicer shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser Owner or its designee fifteen (15) calendar days' advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(aSection 31.06(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx X. XxxxxxxxJohn P. Cavanagh, Servicer Oversight Group, 0000 X5002 T-Xxx XxxxxxRex Avenue, Suite 300Xxxxx 000, Boca Xxxx Raton, Florida 33431, TelecopyTelecoxx: 000-000-5603 and emailed to: regab_servicer_notice@morganstanlex.xxx, xxxx a copy to Michael Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxx & Xxxx, LLP, One World Fxxxxxxxx Xxxxxr, Xxx Xxxx, Nxx Xxxx, 00280, Xelecopy: 000-000-0000, and emailed to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxx, with a copy to Xxxxxxx Xxxxxx, Cadwalader, Xxxxxxxxxx & Xxxx, LLP, Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Telecopy: 000-000-0000, EmailXxxxx: xxxxxxx.xxxxxx@xxx.xxx (or such xx xxxh other address as such addrxxx xx xxxx Person may otherwise specify to Companymax xxxxxxxxx xxxxxxx xx Servicer). The Company Servicer shall cause any Subservicer used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser Owner and any Depositor to comply with the provisions of this Section and with Subsections 2.02Sections 31.02, 2.03(c), 31.03(c) and (e), (f) 31.04, 31.05 and (g), 2.04, 2.05, 2.06(a) and 2.07 31.07 of this Reg AB Addendum Agreement to the same extent as if such Subservicer were the CompanyServicer, and to provide the information required with respect to such Subservicer under Subsection 2.03(dSection 31.03(d) of this Reg AB AddendumAgreement. The Company Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser Owner and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.04Section 31.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 Section 31.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 Section 31.05 as and when required to be delivered. (b) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser Owner or any Depositor to the utilization of any Subcontractor. The Company Servicer shall promptly upon written request provide to the Purchaser Owner and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser Owner and such Depositor) of the role and function of each Subcontractor utilized by the Company Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor that is “Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB as determined by the Company AB, and (iiiii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company Servicer shall cause any such Subcontractor used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser Owner and any Depositor to comply with the provisions of Sections 2.05 31.05 and 2.07 31.07 of this Reg AB Addendum Agreement to the same extent as if such Subcontractor were the CompanyServicer. The Company Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser Owner and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 2.0531.05, in each case as and when required to be delivered.

Appears in 1 contract

Samples: Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-3xs)

Use of Subservicers and Subcontractors. The Company Seller shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Seller as servicer under the this Agreement or any Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (a) of this Section. The Company Seller shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Seller as servicer under the this Agreement or any Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (b) of this Section. (a) The Company Seller shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser or its designee fifteen (15) calendar days’ Business Days' advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(a34.06(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx X. XxxxxxxxJohn P. Cavanagh, Servicer Oversight Group, 0000 X5002 T-Xxx XxxxxxRex Avenue, Suite 300Xxxxx 000, Boca Xxxx Raton, Florida 33431, TelecopyTelecxxx: 000-000-5603, and emailed to: regab_servicer_notice@morganstanxxx.xxx, xxxh a copy to Michaex Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxx & Xxxx, LLP, One World Xxxxxxxxx Xxxxer, New York, Xxx Xxxx, 10200, Telecopx: 000-000-0000, and emailed to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxx, with a copy to Xxxxxxx Xxxxxx, Cadwalader, Xxxxxxxxxx & Xxxx, LLP, Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Telecopy: 000-000-0000, EmailXxxxx: xxxxxxx.xxxxxx@xxx.xxx (or such xx xxch other address as such addxxxx xx xxxx Person may otherwise specify to Companymxx xxxxxxxxx xxxxxxx xo Seller). The Company Seller shall cause any Subservicer used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Subsections 2.0234.02, 2.03(c), 34.03(c) and (e), (f) 34.04, 34.05 and (g), 2.04, 2.05, 2.06(a) and 2.07 34.07 of this Reg AB Addendum Agreement to the same extent as if such Subservicer were the CompanySeller, and to provide the information required with respect to such Subservicer under Subsection 2.03(d34.03(d) of this Reg AB AddendumAgreement. The Company Seller shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.0434.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 34.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 34.05 as and when required to be delivered. (b) It shall not be necessary for the Company Seller to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. The Company Seller shall promptly upon written request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company Seller or any Subservicer, specifying (i) the identity of each such Subcontractor that is “Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB as determined by the Company AB, and (iiiii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company Seller shall cause any such Subcontractor used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 2.05 Subsections 34.05 and 2.07 34.07 of this Reg AB Addendum Agreement to the same extent as if such Subcontractor were the CompanySeller. The Company Seller shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 2.05Subsection 34.05, in each case as and when required to be delivered.

Appears in 1 contract

Samples: Mortgage Loan Sale and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-5ar)

Use of Subservicers and Subcontractors. The Company Seller shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Seller as servicer under the this Agreement or any Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (a) of this Section. The Company Seller shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Seller as servicer under the this Agreement or any Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (b) of this Section. (a) The Company Seller shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser or its designee fifteen (15) calendar days’ Business Days' advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(a34.06(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx X. XxxxxxxxJohn P. Cavanagh, Servicer Oversight Group, 0000 X5002 T-Xxx XxxxxxRex Avenue, Suite 300Sxxxx 000, Boca RatonXxxx Xaton, Florida 33431, TelecopyTelecopx: 000-000-5603, and emailed to: regab_servicer_notice@morganstanlex.xxx, xxxx a copy to Michael Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxx & Xxxx, LLP, One World Fixxxxxxx Xxxxxx, New York, Nex Xxxx, 00281, Xxlecopy: 000-000-0000, and emailed to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxx, with a copy to Xxxxxxx Xxxxxx, Cadwalader, Xxxxxxxxxx & Xxxx, LLP, Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Telecopy: 000-000-0000, EmailXxxxx: xxxxxxx.xxxxxx@xxx.xxx (or such xx xxxx other address as such Person addrexx xx xxxx Xerson may otherwise specify to Companyxxxxxxxxx xxxxxxx xx Seller). The Company Seller shall cause any Subservicer used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Subsections 2.0234.02, 2.03(c), 34.03(c) and (e), (f) 34.04, 34.05 and (g), 2.04, 2.05, 2.06(a) and 2.07 34.07 of this Reg AB Addendum Agreement to the same extent as if such Subservicer were the CompanySeller, and to provide the information required with respect to such Subservicer under Subsection 2.03(d34.03(d) of this Reg AB AddendumAgreement. The Company Seller shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.0434.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 34.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 34.05 as and when required to be delivered. (b) It shall not be necessary for the Company Seller to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. The Company Seller shall promptly upon written request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company Seller or any Subservicer, specifying (i) the identity of each such Subcontractor that is “Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB as determined by the Company AB, and (iiiii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company Seller shall cause any such Subcontractor used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 2.05 Subsections 34.05 and 2.07 34.07 of this Reg AB Addendum Agreement to the same extent as if such Subcontractor were the CompanySeller. The Company Seller shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 2.05Subsection 34.05, in each case as and when required to be delivered.

Appears in 1 contract

Samples: Mortgage Loan Sale and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-17xs)

Use of Subservicers and Subcontractors. The Company Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Servicer as servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (a) of this Section. The Company Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Servicer as servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (b) of this Section. (a) The Company Servicer shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser Owner or its designee fifteen (15) calendar days' advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(aSection 31.06(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx X. XxxxxxxxJohn P. Cavanagh, Servicer Oversight Group, 0000 X5002 T-Xxx XxxxxxRex Avenue, Suite 300Sxxxx 000, Boca RatonXxxx Xaton, Florida 33431, TelecopyTelecopx: 000-000-5603 and emailed to: regab_servicer_notice@morganstanley.xxx, xxxx x copy to Michael Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxx & Xxxx, LLP, One World Fixxxxxxx Xxxxxx, New York, Nex Xxxx, 00281, Xxlecopy: 000-000-0000, and emailed to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxx, with a copy to Xxxxxxx Xxxxxx, Cadwalader, Xxxxxxxxxx & Xxxx, LLP, Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Telecopy: 000-000-0000, EmailXxxxx: xxxxxxx.xxxxxx@xxx.xxx (or such xx xxxx other address as such Person addrexx xx xxxx Xerson may otherwise specify to Companyxxxxxxxxx xxxxxxx xx Servicer). The Company Servicer shall cause any Subservicer used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser Owner and any Depositor to comply with the provisions of this Section and with Subsections 2.02Sections 31.02, 2.03(c), 31.03(c) and (e), (f) 31.04, 31.05 and (g), 2.04, 2.05, 2.06(a) and 2.07 31.07 of this Reg AB Addendum Agreement to the same extent as if such Subservicer were the CompanyServicer, and to provide the information required with respect to such Subservicer under Subsection 2.03(dSection 31.03(d) of this Reg AB AddendumAgreement. The Company Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser Owner and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.04Section 31.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 Section 31.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 Section 31.05 as and when required to be delivered. (b) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser Owner or any Depositor to the utilization of any Subcontractor. The Company Servicer shall promptly upon written request provide to the Purchaser Owner and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser Owner and such Depositor) of the role and function of each Subcontractor utilized by the Company Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor that is “Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB as determined by the Company AB, and (iiiii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company Servicer shall cause any such Subcontractor used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser Owner and any Depositor to comply with the provisions of Sections 2.05 31.05 and 2.07 31.07 of this Reg AB Addendum Agreement to the same extent as if such Subcontractor were the CompanyServicer. The Company Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser Owner and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 2.0531.05, in each case as and when required to be delivered.

Appears in 1 contract

Samples: Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-2ax)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under the Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (a) of this Section. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under the Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (b) of this Section. (a) The Company shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser or its designee fifteen (15) calendar days’ advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx Jxxx X. Xxxxxxxx, Servicer Oversight Group, 0000 5000 X-Xxx Xxxxxx, Suite 300, Boca Raton, Florida 33431, Telecopy: 000500-000-0000, and emailed to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxxrxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxx, with a copy to Xxxxxxx Mxxxxxx Xxxxxx, Cadwalader, Xxxxxxxxxx Wxxxxxxxxx & XxxxTxxx, LLP, Xxx Oxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Telecopy: 000200-000-0000, Email: xxxxxxx.xxxxxx@xxx.xxx mxxxxxx.xxxxxx@xxx.xxx (or such other address as such Person may otherwise specify to Company). The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Subsections 2.02, 2.03(c), (e), (f) and (g), 2.04, 2.05, 2.06(a) and 2.07 of this Reg AB Addendum to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Subsection 2.03(d) of this Reg AB Addendum. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 as and when required to be delivered. (b) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. The Company shall promptly upon written request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (i) the identity of each such Subcontractor that is “participating in the servicing function” within the meaning of Item 1122 of Regulation AB as determined by the Company and (ii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (i) of this paragraph. As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 2.05 and 2.07 of this Reg AB Addendum to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 2.05, in each case as and when required to be delivered.

Appears in 1 contract

Samples: Regulation Ab Compliance Addendum (Morgan Stanley Mortgage Loan Trust 2007-11ar)

Use of Subservicers and Subcontractors. The Company Seller shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Seller as servicer under the this Agreement or any Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (a) of this Section. The Company Seller shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Seller as servicer under the this Agreement or any Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (b) of this Section. (a) The Company Seller shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser or its designee fifteen (15) calendar daysBusiness Days’ advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(a34.06(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx Jxxx X. Xxxxxxxx, Servicer Oversight Group, 0000 5000 X-Xxx Xxxxxx, Suite 300, Boca Raton, Florida 33431, Telecopy: 000500-000-0000, and emailed to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxxrxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxx, with a copy to Xxxxxxx Mxxxxxx Xxxxxx, Cadwalader, Xxxxxxxxxx Wxxxxxxxxx & XxxxTxxx, LLP, Xxx Oxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Telecopy: 000200-000-0000, Email: xxxxxxx.xxxxxx@xxx.xxx mxxxxxx.xxxxxx@xxx.xxx (or such other address as such Person may otherwise specify to CompanySeller). The Company Seller shall cause any Subservicer used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Subsections 2.0234.02, 2.03(c34.03(c), (e), (fg) and (gh), 2.0434.04, 2.05, 2.06(a) 34.05 and 2.07 34.07 of this Reg AB Addendum Agreement to the same extent as if such Subservicer were the CompanySeller, and to provide the information required with respect to such Subservicer under Subsection 2.03(d34.03(d) of this Reg AB AddendumAgreement. The Company Seller shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.0434.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 34.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 34.05 as and when required to be delivered. (b) It shall not be necessary for the Company Seller to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. The Company Seller shall promptly upon written request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company Seller or any Subservicer, specifying (i) the identity of each such Subcontractor that is Subcontractor, (ii) which (if any) of such Subcontractors are “participating in the servicing function” within the meaning of Item 1122 of Regulation AB as determined by the Company AB, and (iiiii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Company Seller shall cause any such Subcontractor used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 2.05 Subsections 34.05 and 2.07 34.07 of this Reg AB Addendum Agreement to the same extent as if such Subcontractor were the CompanySeller. The Company Seller shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation and the other certifications required to be delivered by such Subcontractor under Section 2.05Subsection 34.05, in each case as and when required to be delivered.

Appears in 1 contract

Samples: Mortgage Loan Sale and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-8xs)

Use of Subservicers and Subcontractors. The Company Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Servicer as servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (a) of this Section. The Company Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Servicer as servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (b) of this Section. (a) The Company Servicer shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser Owner or its designee fifteen (15) calendar days' advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(aSection 31.06(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx X. XxxxxxxxJohn P. Cavanagh, Servicer Oversight Group, 0000 X5002 T-Xxx XxxxxxRex Avenue, Suite 300Suitx 000, Boca RatonXxxx Xxxxn, Florida 33431, Telecopy: 000-000-0000, and 0000 xxx emailed to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxxregab_servicer_notice@morganstanley.cox, with a copy xxxx x xxpy to Xxxxxxx XxxxxxMichael Gamxxx, CadwaladerXxxxxxxxxx, Xxxxxxxxxx & Xxxx, LLPXXX, Xxx Xxxxx Xxxxxxxxx One World Finanxxxx Xxxxxx, Xxx Xew Xxxx, Xxx XxxxYxxx, 00000, TelecopyTxxxxopy: 000210-000-0000, EmailXxxxx: xxxxxxx.xxxxxx@xxx.xxx (or such other xx xxxx xxher address as such Person xx xxxx Xxxxon may otherwise specify to Companyotxxxxxxx xxxxxxx xx Xxxvicer). The Company Servicer shall cause any Subservicer used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser Owner and any Depositor to comply with the provisions of this Section and with Subsections 2.02Sections 31.02, 2.03(c), 31.03(c) and (e), (f) 31.04, 31.05 and (g), 2.04, 2.05, 2.06(a) and 2.07 31.07 of this Reg AB Addendum Agreement to the same extent as if such Subservicer were the CompanyServicer, and to provide the information required with respect to such Subservicer under Subsection 2.03(dSection 31.03(d) of this Reg AB AddendumAgreement. The Company Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser Owner and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.04Section 31.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 Section 31.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 Section 31.05 as and when required to be delivered. (b) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser Owner or any Depositor to the utilization of any Subcontractor. The Company Servicer shall promptly upon written request provide to the Purchaser Owner and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser Owner and such Depositor) of the role and function of each Subcontractor utilized by the Company Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor that is “Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB as determined by the Company AB, and (iiiii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company Servicer shall cause any such Subcontractor used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser Owner and any Depositor to comply with the provisions of Sections 2.05 31.05 and 2.07 31.07 of this Reg AB Addendum Agreement to the same extent as if such Subcontractor were the CompanyServicer. The Company Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser Owner and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 2.0531.05, in each case as and when required to be delivered.

Appears in 1 contract

Samples: Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-13arx)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under the this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (a) of this SectionSection 4.25. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under the this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (b) of this SectionSection 4.25. (a) The Company shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser or its designee fifteen (15) calendar days’ Business Days' advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(aSection 4.25(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx X. XxxxxxxxJohn P. Cavanagh, Servicer Oversight Group, 0000 X5002 T-Xxx Rex Xxxxxx, Suite 300Xxxxx 000, Boca Raton, Florida 33431, TelecopyXxxxxxxx: 000-544-5603, and emailed to: regab_servicer_notice@morganstanlex.xxx, with a copy to Xxxxx X. Xxxxxx, Xxxxxxx & Xxxxxx XXX, 200 Park Avenue, Xxx Xxxk, Xxx Xxxx 00006, Xxxxxxpy: 210-000-0000, and emailed toXxxxx: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxx, with a copy to Xxxxxxx Xxxxxx, Cadwalader, Xxxxxxxxxx & Xxxx, LLP, Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Telecopy: 000-000-0000, Email: xxxxxxx.xxxxxx@xxx.xxx xxxxxxx@xxxxxxx.xxx (or xr such other address as xxxxxxx xx such Person may otherwise specify xxxxxxxxx xxecify to the Company). The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 4.25 and with Subsections 2.02Sections 6.04, 2.03(c6.06, 9.01(e)(iii), (e9.01(e)(v), (f9.01(e)(vi), 9.01(e)(vii), 9.01(e)(viii) and (g), 2.04, 2.05, 2.06(a9.01(f) and 2.07 of this Reg AB Addendum Agreement to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Subsection 2.03(dSection 9.01(e)(iv) of this Reg AB AddendumAgreement. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.04, Section 6.04 and any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 Section 6.06 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 Section 6.06 as and when required to be delivered. (b) It shall not be necessary for the Company to seek the consent of the Purchaser Purchaser, any Master Servicer or any Depositor to the utilization of any Subcontractor. The Company shall promptly upon written request provide to the Purchaser Purchaser, any Master Servicer and any Depositor (or any designee of the Depositor, such as a master servicer or an administrator) a written description (in form and substance reasonably satisfactory to the Purchaser Purchaser, such Depositor and such DepositorMaster Servicer) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (i) the identity of each such Subcontractor that is “Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB as determined by the Company AB, and (iiiii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 2.05 6.06 and 2.07 9.01(e) of this Reg AB Addendum Agreement to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation and other certifications required to be delivered by such Subcontractor under Section 2.056.06, in each case as and when required to be delivered.

Appears in 1 contract

Samples: Master Seller's Warranties and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-11)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under the this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (a) of this SectionSection 4.25. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under the this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (b) of this SectionSection 4.25. (a) The Company shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser or its designee fifteen (15) calendar days’ Business Days' advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(aSection 4.25(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx X. XxxxxxxxJohn P. Cavanagh, Servicer Oversight Group, 0000 X5002 T-Xxx Rex Xxxxxx, Suite Xxxxx 300, Boca Raton, Florida 3343133400, TelecopyXxxxxxxx: 561-544-5603, and emailed to: regab_servicer_notice@mxxxxxxxxxxxx.com, with a copy to Brian K. Xxxxxx, Xxxxxxx & Xxxxxx XXP, 200 Park Avenux, Xxx Xork, New York 00166, Xxxxcopy: 000-000-0000, and emailed toXxxxx: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxx, with a copy to Xxxxxxx Xxxxxx, Cadwalader, Xxxxxxxxxx & Xxxx, LLP, Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Telecopy: 000-000-0000, Email: xxxxxxx.xxxxxx@xxx.xxx xxxxxxx@xxxxxxx.xxx (or xx xxxx othxx xxxxxxx xs such other address as such Person may otherwise Pexxxx xxx xxxxxxxxx specify to the Company). The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 4.25 and with Subsections 2.02Sections 6.04, 2.03(c6.06, 9.01(e)(iii), (e9.01(e)(v), (f9.01(e)(vi), 9.01(e)(vii), 9.01(e)(viii) and (g), 2.04, 2.05, 2.06(a9.01(f) and 2.07 of this Reg AB Addendum Agreement to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Subsection 2.03(dSection 9.01(e)(iv) of this Reg AB AddendumAgreement. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.04, Section 6.04 and any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 Section 6.06 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 Section 6.06 as and when required to be delivered. (b) It shall not be necessary for the Company to seek the consent of the Purchaser Purchaser, any Master Servicer or any Depositor to the utilization of any Subcontractor. The Company shall promptly upon written request provide to the Purchaser Purchaser, any Master Servicer and any Depositor (or any designee of the Depositor, such as a master servicer or an administrator) a written description (in form and substance reasonably satisfactory to the Purchaser Purchaser, such Depositor and such DepositorMaster Servicer) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (i) the identity of each such Subcontractor that is “Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB as determined by the Company AB, and (iiiii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 2.05 6.06 and 2.07 9.01(e) of this Reg AB Addendum Agreement to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation and other certifications required to be delivered by such Subcontractor under Section 2.056.06, in each case as and when required to be delivered.

Appears in 1 contract

Samples: Master Seller's Warranties and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-1xs)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under the Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (a) of this Section. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under the Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (b) of this Section. (a) The Company shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser or its designee fifteen (15) calendar days' advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx X. XxxxxxxxJohn P. Cavanagh, Servicer Oversight Group, 0000 X5002 T-Xxx XxxxxxRex Avenue, Suite 300Xxxxx 000, Boca Xxxx Raton, Florida 33431, TelecopyTelecoxx: 000-000-5603, and emailed to: regab_servicer_notice@morganstanlxx.xxx, xxxx a copy to Michael Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxx & Xxxx, LLP, One World Fxxxxxxxx Xxxxxr, New York, Nxx Xxxx, 00280, Xelecopy: 000-000-0000, and emailed to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxx, with a copy to Xxxxxxx Xxxxxx, Cadwalader, Xxxxxxxxxx & Xxxx, LLP, Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Telecopy: 000-000-0000, EmailXxxxx: xxxxxxx.xxxxxx@xxx.xxx (or such xx xxxh other address as such addrxxx xx xxxx Person may otherwise specify to max xxxxxxxxx xxxxxxx xx Company). The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Subsections 2.02, 2.03(c), (e), (f) and (g), 2.04, 2.05, 2.06(a) and 2.07 of this Reg AB Addendum to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Subsection 2.03(d) of this Reg AB Addendum. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 as and when required to be delivered. (b) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. The Company shall promptly upon written request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (i) the identity of each such Subcontractor that is "participating in the servicing function" within the meaning of Item 1122 of Regulation AB as determined by the Company and (ii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (i) of this paragraph. As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 2.05 and 2.07 of this Reg AB Addendum to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 2.05, in each case as and when required to be delivered.

Appears in 1 contract

Samples: Regulation Ab Compliance Addendum (Morgan Stanley Mortgage Loan Trust 2007-3xs)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under the this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (a) of this SectionSection 4.25. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under the this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (b) of this SectionSection 4.25. (a) The Company shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser or its designee fifteen (15) calendar days’ Business Days' advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(aSection 4.25(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx X. XxxxxxxxJohn P. Cavanagh, Servicer Oversight Group, 0000 X5002 T-Xxx Rex Xxxxxx, Suite 300Xxxxx 000, Boca Raton, Florida 33431, TelecopyXxxxxxxx: 000-544-5603, and emailed to: regab_servicer_notice@morxxxxxxxxxx.xom, with a copy to Brian K. Xxxxxx, Xxxxxxx & Xxxxxx XXX, 200 Park Avenue, Xxx Xxxk, New Yorx 00006, Xxxxxxpy: 210-000-0000, and emailed toXxxxx: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxx, with a copy xxxxxxx@xxxxxxx.xxx (xx xxxx other xxxxxxx xx such Persxx xxx xxxxxxxxx xxecify to Xxxxxxx Xxxxxx, Cadwalader, Xxxxxxxxxx & Xxxx, LLP, Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Telecopy: 000-000-0000, Email: xxxxxxx.xxxxxx@xxx.xxx (or such other address as such Person may otherwise specify to the Company). The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 4.25 and with Subsections 2.02Sections 6.04, 2.03(c6.06, 9.01(e)(iii), (e9.01(e)(v), (f9.01(e)(vi), 9.01(e)(vii), 9.01(e)(viii) and (g), 2.04, 2.05, 2.06(a9.01(f) and 2.07 of this Reg AB Addendum Agreement to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Subsection 2.03(dSection 9.01(e)(iv) of this Reg AB AddendumAgreement. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.04, Section 6.04 and any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 Section 6.06 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 Section 6.06 as and when required to be delivered. (b) It shall not be necessary for the Company to seek the consent of the Purchaser Purchaser, any Master Servicer or any Depositor to the utilization of any Subcontractor. The Company shall promptly upon written request provide to the Purchaser Purchaser, any Master Servicer and any Depositor (or any designee of the Depositor, such as a master servicer or an administrator) a written description (in form and substance reasonably satisfactory to the Purchaser Purchaser, such Depositor and such DepositorMaster Servicer) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (i) the identity of each such Subcontractor that is “Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB as determined by the Company AB, and (iiiii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 2.05 6.06 and 2.07 9.01(e) of this Reg AB Addendum Agreement to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation and other certifications required to be delivered by such Subcontractor under Section 2.056.06, in each case as and when required to be delivered.

Appears in 1 contract

Samples: Master Seller's Warranties and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-7)

Use of Subservicers and Subcontractors. The Company Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Servicer as servicer servicers under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (a) of this Section. The Company Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Servicer as servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (b) of this Section. (a) The Company Servicer shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser or its designee fifteen (15) calendar days' advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(a13.06(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx X. XxxxxxxxJohn P. Cavanagh, Servicer Oversight Group, 0000 X5002 T-Xxx XxxxxxRex Avxxxx, Suite 300Xxxxx 000, Boca Xxxx Raton, Florida 33431, TelecopyXxxxxxxx: 000-544-5603, and emailed to: regab_servicer_notice@morgaxxxxxxxx.xxx, with a copy to Michael Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxx & Taft, LLP, One Wxxxx Xxxxxxxxx Center, New York, Xxx Xork, 00281, Texxxxxx: 000-000-0000, and emailed to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxx, with a copy to Xxxxxxx Xxxxxx, Cadwalader, Xxxxxxxxxx & Xxxx, LLP, Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Telecopy: 000-000-0000, EmailXxxxx: xxxxxxx.xxxxxx@xxx.xxx (or xx such other address as othex xxxxxxx xx such Person may otherwise specify Perxxx xxx xxxxxxxxx xxxxify to CompanyServicer). The Company Servicer shall cause any Subservicer used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Subsections 2.0213.02, 2.03(c), 13.03(c) and (e), (f) 13.04, 13.05 and (g), 2.04, 2.05, 2.06(a) and 2.07 13.07 of this Reg AB Addendum Agreement to the same extent as if such Subservicer were the CompanyServicer, and to provide the information required with respect to such Subservicer under Subsection 2.03(d13.03(d) of this Reg AB AddendumAgreement. The Company Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.0413.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 13.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 13.05 as and when required to be delivered. (b) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. The Company Servicer shall promptly upon written request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor that is “Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB as determined by the Company AB, and (iiiii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company Servicer shall cause any such Subcontractor used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 2.05 Subsections 13.05 and 2.07 13.07 of this Reg AB Addendum Agreement to the same extent as if such Subcontractor were the CompanyServicer. The Company Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 2.05Subsection 13.05, in each case as and when required to be delivered.

Appears in 1 contract

Samples: Mortgage Loan Flow Purchase, Sale & Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-15xs)

Use of Subservicers and Subcontractors. The Company Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Servicer as servicer servicers under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (a) of this Section. The Company Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Servicer as servicer under the this Agreement or any Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (b) of this Section. (a) The Company Servicer shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser or its designee fifteen (15) calendar days' advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(a13.06(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx X. XxxxxxxxJohn P. Cavanagh, Servicer Oversight Group, 0000 X5002 T-Xxx XxxxxxRex Avenue, Suite 300Xxxxx 000, Boca Raton, Florida 33431, TelecopyXxxxxxxx: 000-544-5603, and emailed to: regab_servicer_notice@morgaxxxxxxxx.xxx, with a copy to Mxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxx & Taft, LLP, One World Fxxxxxxxx Center, New Yxxx, Xxx Xork, 00281, Texxxxxx: 000-000-0000, and emailed to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxx, with a copy to Xxxxxxx Xxxxxx, Cadwalader, Xxxxxxxxxx & Xxxx, LLP, Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Telecopy: 000-000-0000, EmailXxxxx: xxxxxxx.xxxxxx@xxx.xxx (or such other address as othex xxxxxxx xx such Person may otherwise specify max xxxxxxxxx xxxxify to CompanyServicer). The Company Servicer shall cause any Subservicer used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Subsections 2.0213.02, 2.03(c), 13.03(c) and (e), (f) 13.04, 13.05 and (g), 2.04, 2.05, 2.06(a) and 2.07 13.07 of this Reg AB Addendum Agreement to the same extent as if such Subservicer were the CompanyServicer, and to provide the information required with respect to such Subservicer under Subsection 2.03(d13.03(d) of this Reg AB AddendumAgreement. The Company Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.0413.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 13.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 13.05 as and when required to be delivered. (b) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. The Company Servicer shall promptly upon written request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor that is “Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB as determined by the Company AB, and (iiiii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company Servicer shall cause any such Subcontractor used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 2.05 Subsections 13.05 and 2.07 13.07 of this Reg AB Addendum Agreement to the same extent as if such Subcontractor were the CompanyServicer. The Company Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 2.05Subsection 13.05, in each case as and when required to be delivered.

Appears in 1 contract

Samples: Mortgage Loan Flow Purchase, Sale & Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-11)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under the Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (a) of this Section. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under the Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (b) of this Section. (a) The Company shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Purchaser or its designee fifteen (15) calendar days' advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Subsection 2.06(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx X. Xxxxxxxx, Servicer Oversight Group, 0000 X-Xxx Xxxxxx, Suite 300, Boca Raton, Florida 33431, Telecopy: 000-000-0000, and emailed to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxx, with a copy to Xxxxxxx Xxxxxx, Cadwalader, Xxxxxxxxxx & Xxxx, LLP, Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Telecopy: 000-000-0000, Email: xxxxxxx.xxxxxx@xxx.xxx (or such other address as such Person may otherwise specify to Company). The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Subsections 2.02, 2.03(c), (e), (f) and (g), 2.04, 2.05, 2.06(a) and 2.07 of this Reg AB Addendum to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Subsection 2.03(d) of this Reg AB Addendum. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 2.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 2.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 2.05 as and when required to be delivered. (b) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. The Company shall promptly upon written request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (i) the identity of each such Subcontractor that is "participating in the servicing function" within the meaning of Item 1122 of Regulation AB as determined by the Company and (ii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (i) of this paragraph. As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 2.05 and 2.07 of this Reg AB Addendum to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 2.05, in each case as and when required to be delivered.

Appears in 1 contract

Samples: Regulation Ab Compliance Addendum (Morgan Stanley Mortgage Loan Trust 2006-17xs)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!